Common use of Issuance of Common Stock Clause in Contracts

Issuance of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful.

Appears in 9 contracts

Samples: Warrant Agreement (CO2 Energy Transition Corp.), Warrant Agreement (Viscogliosi Brothers Acquisition Corp), Warrant Agreement (Viscogliosi Brothers Acquisition Corp)

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Issuance of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder Registered Holder of such Warrant a certificate or certificates, or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue the shares of Common Stock upon exercise of a Warrant unless the shares of Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder Registered Holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder Registered Holder in any state in which such exercise or issuance would be unlawful.

Appears in 8 contracts

Samples: Warrant Agreement (Parsec Capital Acquisitions Corp.), Warrant Agreement (Parsec Capital Acquisitions Corp.), Warrant Agreement (Parsec Capital Acquisitions Corp.)

Issuance of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any)Price, the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of full shares of Common Stock to which he, he or she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, Warrant for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required may not issue or deliver any securities pursuant to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue Common Stock upon exercise of a Warrant and may not settle any Warrant exercise unless a registration statement under the Act with respect to the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under underlying the securities laws of the state of residence of the registered holder of the WarrantsPublic Warrants is effective. In the event that the condition in the immediately preceding sentence is not satisfied a registration statement with respect to a Warrantthe Common Stock underlying the Public Warrants is not effective under the Act, the no holder of such any Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case . In no event will the purchaser of a Unit containing such Warrants shall have paid Company net cash settle the full purchase price for the Unit solely for the Common Stock underlying such Unitwarrant exercise. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a unit containing such Warrant will have paid the full purchase price for the unit solely for the shares included in such unit.

Appears in 4 contracts

Samples: Warrant Agreement (Lumax Acquisition Corp.), Warrant Agreement (Restaurant Acquisition Partners, Inc.), Warrant Agreement (Restaurant Acquisition Partners, Inc.)

Issuance of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful.

Appears in 3 contracts

Samples: Warrant Agreement (HNR Acquisition Corp.), Warrant Agreement (HNR Acquisition Corp.), Warrant Agreement (HNR Acquisition Corp.)

Issuance of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any)Price, the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of full shares of Common Stock to which he, he or she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, Warrant for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue Common Stock upon or deliver any securities pursuant to the exercise of a Warrant and shall have no obligation to settle the Warrant exercise unless a registration statement under the Act with respect to the Common Stock issuable upon such Warrant exercise has been registeredis effective, qualified or deemed subject to be exempt the Company's satisfying its obligations under the securities laws of the state of residence of the registered holder of the WarrantsSection 7.4 to use its best efforts. In the event that the condition in the immediately preceding sentence is not satisfied a registration statement with respect to a Warrantthe Common Stock underlying the Warrants is not effective under the Act, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case . In no event will the purchaser of a Unit containing such Warrants shall have paid Company be required to net cash settle the full purchase price for the Unit solely for the Common Stock underlying such Unitwarrant exercise. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a unit containing such Warrant will have paid the full purchase price for the unit solely for the shares included in such unit.

Appears in 1 contract

Samples: Warrant Agreement (Restaurant Acquisition Partners, Inc.)

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Issuance of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any)Price, the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of full shares of Common Stock to which he, he or she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, Warrant for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required may not issue or deliver any securities pursuant to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue Common Stock upon exercise of a Warrant and may not settle any Warrant exercise unless a registration statement under the Act with respect to the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under underlying the securities laws of the state of residence of the registered holder of the WarrantsWarrants is effective. In the event that the condition in the immediately preceding sentence is not satisfied a registration statement with respect to a Warrantthe Common Stock underlying the Warrants is not effective under the Act, the no holder of such any Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case . In no event will the purchaser of a Unit containing such Warrants shall have paid Company net cash settle the full purchase price for the Unit solely for the Common Stock underlying such Unitwarrant exercise. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a unit containing such Warrant will have paid the full purchase price for the unit solely for the shares included in such unit.

Appears in 1 contract

Samples: Warrant Agreement (Passport Restaurants, Inc.)

Issuance of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful.

Appears in 1 contract

Samples: Warrant Agreement (Bannix Acquisition Corp.)

Issuance of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant Holder a certificate or certificates, or book entry position, for the number of shares of Common Stock Warrant Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue Common Stock upon exercise of a this Warrant unless the offering or resale of the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a this Warrant, the holder of such Warrant Holder shall not be entitled to exercise such this Warrant for cash and such this Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the Common Stock underlying such Unit. Warrants This Warrant may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful.

Appears in 1 contract

Samples: Securities Purchase and Registration Rights Agreement (BioCardia, Inc.)

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