Series C Warrants. For the avoidance of doubt, each holder of a Series C Warrant (as defined below) acknowledges and agrees that the Series C Warrants are exercisable only for shares of the Company’s Series C Convertible Preferred Stock (and no other class or series of capital stock of the Company) pursuant to the terms and conditions thereof and shall not be exercisable for shares issued in any Qualified Financing (as defined in the Series C Warrants) other than the Qualified Financing that consisted of the issuance of the Company’s Series C Convertible Preferred Stock. For purposes of this Section 5.4, the “Series C Warrants” shall mean the warrants to purchase securities of the Company issued to various parties together with those certain unsecured convertible promissory notes dated March 1, 2016, April 8, 2016, April 29, 2016 and June 14, 2016.
Series C Warrants. Each Seller agrees that, on or prior to the Closing, it shall deliver to the Company for cancellation the Series C Warrants (as defined in the Second Amended and Restated Stockholders' Agreement) held by such Seller. Buyer covenants and agrees that Novartis BioVentures Ltd. will, on or prior to the Closing, deliver to the Company for cancellation the Series C Warrants held by it.
Series C Warrants. Each Buyer’s Debenture shall be accompanied by a warrant (“Series B Warrant”) to purchase a number of shares equal to 100% of the Original Principal Amount of the Debenture being purchased by such Buyer, divided by the Initial Conversion Price (as defined in the Debenture) (the “Series C Warrant Amount”). The Series C Warrants shall be in the form of the Warrant annexed hereto as Exhibit E-3, except that the “Initial Exercise Price,” as defined therein, shall equal one dollar ($1.00), subject to adjustment therein. The Series C Warrants shall contain Exercise Price adjustment provisions that are consistent with the adjustment provisions afforded to the Conversion Price of the Debenture in the Debenture and shall have a six (6) year term. The Series C Warrants shall not be exercisable until after all of the Series B Warrants of the Holder have been exercised in full.
Series C Warrants. The Company shall have issued to each Person (including its Affiliates) that (a) purchased Series C Preferred Stock under the Series C Preferred Stock Purchase Agreement and (b) when aggregated with any Series C-1 Preferred Stock purchased by such Person’s Affiliates under this Agreement, is purchasing Series C-1 Preferred Stock under this Agreement in an amount at least equal to the lesser of (i) $1,000,000 or (ii) 50% of the value of the Series C Preferred Stock purchased by such Person under the Series C Preferred Stock Purchase Agreement, a warrant to purchase 0.325 shares of Series C Preferred Stock at an exercise price of $2.741 per share of Series C Preferred Stock for each $1.00 of Series C Preferred Stock purchased under the Series C Preferred Stock Purchase Agreement (the “Series C Warrants” and the shares of Series C Preferred Stock for which the Series C Warrants are exercisable are referred to as “Series C Warrant Shares”).
Series C Warrants. The Company agrees to issue to each of the Purchasers its pro rata portion of Warrants to purchase an aggregate of 1,500,000 shares of Common Stock. The number of Warrants each Purchaser shall be issued pursuant to this Agreement is set forth opposite such Purchaser's name on Exhibit A hereto. The Warrants shall expire seven (7) years from the Closing Date and shall have an exercise price per share equal to $5.00.
Series C Warrants. At the Effective Time, all Series C Warrants then outstanding shall be assumed by Parent. Each Series C Warrant so assumed by Parent at the Effective Time will continue to have, and be subject to, the same terms and conditions as immediately prior to the Effective Time, except that (i) each Series C Warrant will be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Series C Preferred Stock that were issuable upon exercise of such Series C Warrant immediately prior to the Effective Time multiplied by the Series C Preferred Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Series C Warrant will be equal to the quotient determined by dividing the exercise price per share of Company Series C Preferred Stock at which such Series C Warrant was exercisable immediately prior to the Effective Time by the Series C Preferred Exchange Ratio, rounded up to the nearest tenth of a cent.
Series C Warrants. As part of the Units, each Purchaser shall be issued a Series C Warrant which shall:
Series C Warrants. The Canceled Warrants, as identified on Schedule 1.4, shall have been exercised with respect to 73,860 shares of Company Common Stock, and the Company shall have used the entire proceeds thereof to pay down its existing credit line; and
Series C Warrants. The Company has issued and outstanding warrants to purchase shares of Company Series C Preferred Stock (collectively, the "Series C Warrants"). At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent or Acquisition Corp. or the holders of any outstanding Series C Warrants, the right to acquire shares of Company Series C Preferred Stock under the Series C Warrants shall be converted into the right to acquire exactly one-half (1/2) as many shares of Parent Common Stock at an exercise price per share of Parent Common Stock equal to the Blended Offering Price, subject in all respects to the terms and conditions of the Series C Warrants. Except for the change in security underlying the Series C Warrants from Company Series C Preferred Stock to Parent Common Stock, the ratio of exchange and the change in exercise price to the Blended Offering Price, it is the intent of the parties hereto that the Series C Warrants shall continue after the Effective Time, and that the terms and conditions of the Series C Warrants shall otherwise remain unchanged.
Series C Warrants. Upon execution of this Amendment, the Company shall issue to Sherleigh, Series C Warrants in the form annexed hereto as Exhibit A to purchase an aggregate of 5,004,000 shares of Common Stock at an exercise price of $1.00 per share.
