Placement Agent Warrants. On each closing date of a Financing, the Company shall issue to XxxxxXxxx or its permitted assigns, for an aggregate consideration of $1.00, warrants (the “Warrants”) to purchase such number of shares of the common stock of the Company (or units of Equity Securities if the Financing involved the sale of units of Equity Securities) equal to 8% of the aggregate number of shares of common stock of the Company issued and issuable by the Company under and in connection with the Financings. The number of shares of common stock (or units of Equity Securities) issuable upon exercise of the Warrants shall include all shares of common stock issuable under the Securities, including, without limitation, shares issuable upon conversion or exercise of the Securities. The Warrants shall provide for cashless exercise (even if the purchasers of the Securities (the “Purchasers”) do not have such right). The exercise price per share of the Warrants shall be equal to the effective price per share (or unit) paid by the Purchasers for the Securities (or in the event of a convertible security, the conversion price or exercise price per share of common stock on the closing date). The Warrants shall be exercisable after the date of issuance and shall expire seven years after the date of issuance, unless otherwise extended by the Company. The Warrants shall not be callable or redeemable. The Warrants shall also include one demand registration right exercisable following the first anniversary of the closing, and piggyback registration rights. The Warrants shall be transferable within XxxxxXxxx, at XxxxxXxxx’x discretion. The foregoing Placement Agent Warrants shall be reduced to 4% of the aggregate number of shares of common stock of the Company issued and issuable by the Company under and in connection with the Financings if such proceeds received by the Company originate through the efforts of Crestview Capital Partners, vFinance, Inc. or the Company. The foregoing Placement Agent Warrants shall also be reduced to 4% for any bridge loan money that may be advanced to the Company under this agreement.
Placement Agent Warrants. On each closing date on which Aggregate Consideration is paid or becomes payable, HiEnergy shall issue to Seabury or its permitted assigns warrants (the "Warrants") to provide 10% warrant coverage based on the Aggregate Consideration received from purchasers divided by the exercise price. The exercise price of the Warrants shall be equal to the price at which common equity of the Company is issued (or in the event of a convertible security, the conversion price or exercise price into common equity on the closing date). The Warrants shall be exercisable after the date of issuance and shall expire five years after the date of issuance, unless otherwise extended by the Company. The Warrants shall be substantially in the form of Exhibit 3(b) hereto. The Warrants shall also include piggyback registration rights. The Warrants shall be transferable within Seabury, at Seabury's discretion. Notwithstanding the foregoing, the compensation payable under this section may be paid in HiEnergy common shares, subject to mutual agreement between Seabury and HiEnergy.
Placement Agent Warrants. The Placement Agent Warrants (as defined below), when issued hereunder, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. The shares of Common Stock underlying the Placement Agent Warrants are duly authorized and, when issued and paid for in accordance with the terms of the Placement Agent Warrants, will be validly issued, fully paid and non-assessable. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon exercise of the Placement Agent Warrants. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the maximum number of shares of Common Stock issuable upon exercise of the Placement Agent Warrants (without taking into account any limitations on the exercise of the Placement Agent Warrants set forth therein).
Placement Agent Warrants. We have issued three types of warrants to the Placement Agent, Placement Agent Stock Offering Warrants, Placement Agent Common Stock Warrants, and Placement Agent December 2013 Offering Warrants.
Placement Agent Warrants. In addition to compensation described in Section 5(a), CIM shall also be entitled to the issuance of Five (5) year Term cashless exercisable placement agent warrants (“Placement Agent Warrants” or “Warrants”) as described herein. Upon successful completion of an Equity and/or Debt Transaction, the Company shall issue to CIM, or its assignees, warrants for the purchase of an amount equal to Seven Percent (7.0%) of the number of total shares of stock at the same exercise price as paid for the Common Equity (See Exhibit C). Should the Company source any accredited, suitable & sophisticated investors on its own, then CIM would only be paid One Percent (1.0%) of the share amounts in Warrants. The Placement Agent Warrants shall be substantially in the form attached hereto as Exhibit B and be exercisable into common stock as well as shall be dated for Five (5) years after the Transaction closes, non-callable, non-cancelable, assignable Warrants with immediate piggy-back registration rights and cashless exercise provisions. The warrants shall provide for automatic exercise immediately prior to expiration. (Exhibit B). Such Warrants would not be payable until a Transaction is consummated, and Warrants shall be paid for by a minimal $100 cost for said Warrants but then shall be subsequently exercisable at the same price the investors receive in the Transaction ($3.33).
Placement Agent Warrants these securities have not been registered with the united states securities and exchange commission or the securities commission of any state pursuant to an exemption from registration under regulation d promulgated under the securities act of 1933, as amended (the “act”). this warrant shall not constitute an offer to sell nor a solicitation of an offer to buy the securities in any jurisdiction in which such offer or solicitation would be unlawful. the securities are “restricted” and may not be resold or transferred except as permitted under the act pursuant to registration or exemption therefrom. COMMON STOCK PURCHASE WARRANT To Purchase Shares of Par Value Series B Preferred (“Preferred Stock”) of No. W[] _________ Shares iCURIE, INC. THIS CERTIFIES that, for value received, ___________________, (the “Purchaser” or “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date hereof and on or prior to 5:00 p.m. New York City Time on the date that is five years after the date hereof (the “Termination Date”), but not thereafter, to subscribe for and purchase from iCurie, Inc., a Nevada corporation (the “Company”), _________ shares (such shares the “Warrant Shares”) of Series B Preferred stock, par value $0.001, of the Company (“Preferred Stock”), at an exercise price of $1.50 per share (the “Exercise Price”). The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
Placement Agent Warrants. On the Closing Date, the Company shall have delivered to the Placement Agents an executed copy of the Placement Agent Warrants in such designations as requested by the Placement Agents.
Placement Agent Warrants. On each date of a Financing on which BFNH issues Securities to an investor (the "Purchaser"), BFNH shall issue to TGE or its permitted assigns warrants (the "Warrants") to purchase such number of shares of the common stock of the Company equal to 7.5% of the aggregate number of shares of common stock of the Company issued and issuable by the Company under and in connection with that portion of the Financing received from La Jolla Cove Investors, Inc., or 10% in connection with that portion of the Financing received from any other investor introduced by TGE to the Company. The number of shares of common stock issuable upon exercise of the Warrants shall include all shares of common stock issuable under the Securities, including, without limitation, shares issuable upon conversion or exercise of the Securities. The Warrants shall provide for cashless exercise provided that BFNH does not meet the Registration requirement as defined in the term sheet, (even if the Purchasers do not have such right). In the event BFNH does meet the Registration requirement, TGE hereby agrees to waive the cashless exercise provision in connection with the Warrants. In addition, the Warrants shall have terms and conditions identical to the Securities purchased by the Purchasers. The exercise price per share of the Warrants shall be equal to the effective price per share paid by the Purchasers for the Securities (or in the event of a convertible security, the conversion price or exercise price per share of common stock on the closing date). The Warrants shall be exercisable after the date of issuance and shall expire five years after the date of issuance, unless otherwise extended by the Company. The Warrants shall include registration rights identical to those of the Securities issued in the Financing. The Warrants shall be transferable within TGE or to its assigns or designees, at TGE's discretion.
Placement Agent Warrants. You will issue to the Placement Agent warrants to purchase a number of shares of the Company’s common stock equal to 5% of the number of Units sold. Each warrant will be exercisable to purchase one (1) share of common stock at an exercise price of $ per share (165% of the offering price) and will have a term of five (5) years. For the avoidance of doubt, in no event will the Placement Agent Warrants be exercisable or convertible more than five (5) years from the effective date of the Registration Statement pursuant to FINRA Rule 5110(f)(2)(G)(i). The warrants to be acquired by the Placement Agent may not (except to certain affiliates of the Placement Agent) be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the commencement of the offering in accordance with FINRA Corporate Finance Rule 5110(g)(1). The anti-dilution provisions of the warrants to be issued to the Placement Agent will comply with FINRA Corporate Financing Rule 5110(f)(2)(G).
Placement Agent Warrants. At the Closing of this Offering, the Company shall grant to the Placement Agent (or their respective designees), Placement Agent Warrants to purchase a number of shares of Common Stock equal to 10% of the total number of shares of Common Stock into which the Series A Preferred Stock sold in the Offering is convertible as of the Closing (but not any of the Investor Warrants). The Placement Agent Warrants shall be exercisable at a price equal to 100% of the Closing Price.
