Issuance and Exercise of Warrants Sample Clauses

Issuance and Exercise of Warrants. As of the Effective Time, the Company shall issue to Warburg the warrant, to be dated the day of the Effective Time, in the form attached hereto as Exhibit C and by this reference incorporated herein (the "Warburg Replacement Warrant"), and Warburg shall simultaneously exercise the Warburg Replacement Warrant in full, in accordance with its terms and conditions. As of the Effective Time, the Company shall issue to Vertical the warrant, to be dated the day of the Effective Time, in the form attached hereto as Exhibit D and by this reference incorporated herein (the "Vertical Replacement Warrant"), and Vertical shall simultaneously exercise the Vertical Replacement Warrant in full, in accordance with its terms and conditions.
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Issuance and Exercise of Warrants. Buyer shall issue to the Original Holders at the Effective Time warrants to purchase initially an aggregate of 1,000,000 shares of Buyer
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Issuance and Exercise of Warrants. Buyer shall issue to the Original Holders at the Effective Time warrants to purchase initially an aggregate of 1,000,000 shares of Buyer Class A Common Stock, such Warrants to be substantially in the form to be negotiated between the Buyer and the Company as promptly as practicable following the date hereof (herein called the "Warrants" and individually called a "Warrant") and containing terms consistent with this Section 3.5 and the Warrant Assumptions set forth in Exhibit A attached hereto (it being understood that upon negotiation of such form of Warrants, the agreed upon form shall be deemed to become Exhibit A attached hereto). Within five (5) Business Days following the Final Measurement Date, and subject to receipt by Buyer from the applicable Original Holder of a certificate certifying as to whether such person or any of its Permitted Transferees has disposed of any Original Shares and containing all other information regarding such holder reasonably necessary to make the computations referred to in this Section 3.5(a) (the delivery of which certificate shall be a condition of such person's ability to receive amounts under this Section 3.5(a)), Buyer shall compute, with respect to each Original Holder and each Permitted Transferee of such Original Holder, the "Total Warrant Value" for such Original Holder and its Permitted Transferees. The "Total Warrant Value" for any Original Holder and its Permitted Transferees shall be (i) the Warrant Value Amount (as defined below) multiplied by (ii)(x) the 5 11 number of Original Shares issued to such Original Holder in the Merger and held by such Original Holder and its Permitted Transferees on the Final Measurement Date divided by (y) the number of Original Shares issued to all Original Holders in the Merger. The "Warrant Value Amount" shall be the lesser of (i) $20 million or (ii)(x)(A) the Transaction Price multiplied by the aggregate number of Original Shares issued in the Merger plus (B) $20 million minus (y) the Market Value of a share of Buyer Class A Common Stock on the Final Measurement Date multiplied by the aggregate number of Original Shares issued in the Merger. If the Total Warrant Value for any Original Holder and its Permitted Transferees is positive, then such Original Holder and its Permitted Transferees shall be entitled, for a period of five years beginning on the thirtieth day after the Final Measurement Date (the "Warrant Measurement Date"), to exercise their Warrants to purchase shares...
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Issuance and Exercise of Warrants. (a) The Company agrees that it shall issue and deliver to NOR on the Closing Date Warrant Certificates evidencing in the aggregate 381,875 Warrants, each dated the Closing Date and registered in such name or names as NOR may specify by timely written notice to the Company (it being understood that in the absence of such specification the Company shall issue and deliver to NOR a single Warrant Certificate evidencing 381,875 Warrants in the name of NOR). A Warrant may be exercised by NOR or any other Holder only in accordance with the terms and conditions of this Agreement and at any time during the period beginning on the date on which such Warrant becomes exercisable pursuant to SECTION 2(b) hereof and ending on the Termination Date.
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Issuance and Exercise of Warrants. SECTION 2.01. Issuance of Warrants; Manner of Exercise; Vesting 6 SECTION 2.02. When Exercise Effective 7 SECTION 2.03. Delivery of Stock Certificates, etc.; Charges, Taxes and Expenses 7 ARTICLE III Adjustments and Other Rights SECTION 3.01. Adjustments 8 SECTION 3.02. Stock Splits, Subdivisions, Distributions of Common Stock, Reclassifications or Combinations 8 SECTION 3.03. Rights, Options or Warrants Issue 9 SECTION 3.04. Adjustments for Other Distributions 10 SECTION 3.05. Adjustment for Cash Dividends 11 SECTION 3.06. Adjustment for Tender Offer 12 SECTION 3.07. Statement Regarding Adjustments 13 SECTION 3.08. De Minimis Adjustments; Rounding of Calculations 13 SECTION 3.09. Abandoned Dividend or Distribution 13 ARTICLE IV Consolidation, Merger, Etc.
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Issuance and Exercise of Warrants 
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Related to Issuance and Exercise of Warrants

  • Terms and Exercise of Warrants A Warrant may be exercised, subject to the terms and conditions therein, upon surrender to the Company at the principal corporate trust office of the Warrant Agent, which is currently located at the address listed in Section 12 hereof. The Warrant Agent may assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its corporate trust office, which is currently located at the address listed in Section 12 hereof.

  • Exercise of Warrants (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

  • Duration and Exercise of Warrants (a) This Warrant shall be exercisable by the registered Holder on any business day before 6:30 P.M., New York City time, at any time and from time to time on or after the date hereof to and including the Expiration Date. At 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant without the prior written consent of the Holder.

  • Method of Exercise of Warrants The right to purchase shares conferred by the Warrants may be exercised by the Holder surrendering the Warrant Certificate representing same, with a duly completed and executed subscription in the form attached hereto and a bank draft or certified cheque payable to the Company for the purchase price applicable at the time of surrender in respect of the shares subscribed for in lawful money of the United States of America, to the Company at the address set forth in, or from time to time specified by the Company pursuant to, Section 3.2.

  • Effect of Exercise of Warrants (a) Upon surrender and payment as aforesaid the shares so subscribed for will be deemed to have been issued and such person or persons will be deemed to have become the Holder or Holders of record of such shares on the date of such surrender and payment, and such shares will be issued at the subscription price in effect on the date of such surrender and payment.

  • Exercise of Warrant Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

  • Ordinary Shares Issuable Upon Exercise of Warrants The Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants have been duly authorized and reserved for issuance upon exercise thereof and, when issued and delivered against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such Ordinary Shares (other than such execution (if applicable), countersignature (if applicable) and delivery at the time of issuance) has been duly and validly taken.

  • Warrant Price Duration and Exercise of Warrants Section 2.1 WARRANT PRICE.(2) During the period from ____________, 19__ through and including ____________, 19__, each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase from the Company the principal amount of Warrant Debt Securities stated in the Warrant Certificate at the exercise price of __% of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from ____________, 19__]. [In each case, the original issue discount ($__________ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months].] Such exercise price of each Warrant is referred to in this Agreement as the "Exercise Price."

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