Please issue a new Warrant for the Sample Clauses

Please issue a new Warrant for the unexercised portion of the attached Warrant, if any, in the name of the undersigned. Holder: Dated: [•] By: Its:
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Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned. (Date) (Print Name) (Signature)
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Please issue a new Warrant for the unexercised portion of the attached Warrant, if any, in the name of the undersigned or in such other name as is specified below:
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Please issue a new Warrant for the unexercised portion (if any) of the attached Warrant in the name of the undersigned. (Date) (Print Name) (Signature) EXHIBIT C AMENDED AND RESTATED ARTICLES OF ASSOCIATION 42 EXHIBIT D Final for Execution – Lock-Up Agreement FORM OF LOCK UP AGREEMENT Wearable Devices Ltd. 2 HaTa’asiya, Yokne’am Illit, Israel Ladies and Gentlemen: As an inducement to Wearable Devices Ltd., an Israeli company (“WD”) to issue certain Shares to the undersigned, pursuant to a Share Purchase Agreement, dated April 22, 2021, by and between WD and the undersigned and other investors (the “SPA”), the undersigned hereby agrees that for a period of one hundred and twenty (180) days from the Public Company Date (as defined in the SPA) (the “Lock Up Period”), the undersigned will not, without the prior written consent of WD, directly or indirectly, offer for sale, sell, assign, pledge, issue, distribute, grant any option or any contract for sale of, or otherwise dispose of (any such action being hereafter referred to as a “Transfer”) the Shares (as defined in the SPA) or any portion thereof. Capitalized terms not otherwise defined herein shall be have the respective meanings given to them in the SPA. Notwithstanding the aforesaid, the Lock-Up Period, shall automatically expire earlier, if for three (3) consecutive trading days during the Lock Up Period, the closing price of the Shares shall be at least double the Per Share Purchase Price at the IPO. In furtherance of the foregoing, WD and its transfer agent and registrar are hereby authorized to decline to make any Transfer of Shares if such transfer would constitute a violation or breach of this Lock-Up Agreement (the “Lock Up Agreement”). This Lock Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. If the undersigned fails to fully adhere to the terms and conditions of this Lock Up Agreement, the undersigned shall be liable to WD for any damages suffered by it by reason of any such breach of the terms and conditions hereof. The undersigned agrees that in the event of a breach of any of the terms and conditions of this Lock Up Agreement by the undersigned, that in addition to all other remedies that may be available in law or in equity to the non-defaulting parties, a preliminary and permanent injunction, without bond or surety, and an order of a court requiring the undersigned to cease and desist from violating the terms and conditions of this Lock Up A...
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Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned or in such name as is specified below: (Name) (Please Print) Social Security or other identifying Number: Address: City, State and Zip Code (Date) (Signature) [Exhibit A to Warrant – Notice of Exercise] EXHIBIT “B” ASSIGNMENT FORM (To assign the foregoing Warrant, execute this form and supply required information.) FOR VALUE RECEIVED, and subject to compliance with applicable federal and state securities laws (including the delivery of legal opinions satisfactory to the Company, if such are requested by the Company), an interest corresponding to the unpaid principal amount of the foregoing Warrant and all rights evidenced thereby are hereby assigned to (Please Print) whose address is Dated: Holder’s Signature: Holder’s Address: Signature Guaranteed:
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Please issue a new Warrant for the unexercised portion of the attached Warrant, if any, in the name of the undersigned. Dated: _________________ Print Name Above Sign Above IF Holder is an Entity, specify name and title below: Name: Title:____________________________________ Title NET ISSUANCE ELECTION NOTICE To: The Healing Company Inc. Date: The undersigned hereby elects under Section 2 of the attached Warrant to surrender the right to purchase shares of Common Stock pursuant to the attached Warrant. The Certificate(s) for the shares issuable upon such net issuance election shall be issued in the name of the undersigned or as otherwise indicated below. Print Name Above Sign Above IF Holder is an Entity, specify name and title below: Name: Title:____________________________________ Name for Registration: Mailing Address: FORM OF ASSIGNMENT (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto _ the right represented by the within Warrant to purchase shares of Common Stock of The Healing Company Inc., a Nevada corporation, to which the within Warrant relates, and appoints attorney to transfer such right on the books of The Healing Company Inc., with full power of substitution in the premises. [insert name of Holder] Dated: By: Title: [insert address of Holder] Signed in the presence of:
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Please issue a new Warrant for the unexercised portion (if any) of the attached Warrant in the name of the undersigned. (Date) (Print Name) (Signature) EXHIBIT C AMENDED AND RESTATED ARTICLES OF ASSOCIATION 42 EXIBIT D FORM OF LOCK-UP AGREEMENT
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Related to Please issue a new Warrant for the

  • Manner of Exercise; Issuance of Certificates; Payment for Shares Subject to the provisions hereof, this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

  • Method of Exercise Payment Issuance of New Warrant Transfer and Exchange 4.1. The purchase right represented by this Warrant may be exercised any time during the Effective Period. If this Warrant is exercised on the Effective Date of a Triggering Event, such exercise shall be deemed to occur prior to the occurrence of the Triggering Event, except for purposes of determining the Fair Value per share of Common Stock, the Number of Shares and determining the number of shares outstanding on a Fully Diluted Basis hereunder.

  • Exercise; Issuance of Certificates; Payment for Shares (a) This Warrant is exercisable at the option of the Holder at any time, or from time to time, up to the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription and payment made for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder.

  • TRANSFER AGENT’S CERTIFICATE The Company’s transfer agent shall have furnished or caused to be furnished to the Representative a certificate satisfactory to the Representative of one of its authorized officers with respect to the issuance of the Shares and such other customary matters related thereto as the Representative may reasonably request.

  • Payment for Securities Surrender of Certificates (a) Paying Agent At or prior to the Effective Time, Parent shall designate a reputable bank or trust company to act as the paying agent (the identity and terms of designation and appointment of which shall be reasonably acceptable to the Company) for purposes of delivering or causing to be delivered to each holder of Company Shares, the Merger Consideration that such holder shall become entitled to receive with respect to such holder’s Company Shares pursuant to this Agreement (the “Paying Agent”). Parent shall pay, or cause to be paid, the fees and expenses of the Paying Agent. At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent cash in immediately available funds in an amount sufficient for the Paying Agent to distribute the Merger Consideration to which holders of Company Shares shall be entitled at the Effective Time pursuant to this Agreement. In the event such deposited funds are insufficient to make the payments contemplated pursuant to Section 2.1, Parent shall promptly deposit, or cause to be deposited, with the Paying Agent such additional funds to ensure that the Paying Agent has sufficient funds to make such payments. Such funds shall be invested by the Paying Agent as directed by Parent, pending payment thereof by the Paying Agent to the holders of the Company Shares; provided, however, that any such investments shall be in obligations of, or guaranteed by, the United States government or rated A-1 or P-1 or better by Xxxxx’x Investor Service, Inc. or Standard & Poor’s Corporation, respectively. Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Company Shares.

  • Method of Exercise; Payment; Issuance of New Warrant Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a "Wire Transfer") of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; or (b) exercise of the "net issuance" right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the shares represented thereby (and such shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the rights represented by this Warrant, certificates for the shares of stock so purchased shall be delivered to the holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder hereof as soon as possible and in any event within such thirty-day period; provided, however, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

  • Delivery of Certificate and New Warrant Promptly after Holder exercises or converts this Warrant and, if applicable, the Company receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired.

  • Issuance of New Warrant Certificates Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary, the Company may, at its option, issue new Warrant Certificates evidencing Warrants in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the several Warrant Certificates made in accordance with the provisions of this Agreement.

  • Trustee Not Responsible for Recitals or Issuance or Securities (a) The recitals contained herein and in the Securities shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same.

  • Authentication and Delivery of Debt Securities At any time and from time to time after the execution and delivery of this Indenture, the Partnership may deliver Debt Securities of any series executed by the Partnership to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Debt Securities to or upon a Partnership Order. In authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon:

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