Authorization of the Issuance of the Common Stock and Warrants Sample Clauses

Authorization of the Issuance of the Common Stock and Warrants. The Company has authorized the issuance and sale of up to $1,500,000 of Common Stock and Warrants in units comprised of (i) one share of the Company’s Common Stock, par value $0.001 (“Common Stock”), and (ii) one warrant to purchase one additional share of the Company’s Common Stock (as amended, restated or otherwise modified from time to time pursuant to Section 7,“Warrant”), which are being sold together. The Warrants shall be in substantially the form set out in Exhibit A hereto and represent the right to purchase one share of Common Stock during the Warrant exercise period at the Warrant exercise price per share of Common Stock. References to an “Exhibit” or “Schedule” are references to an Exhibit or Schedule attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specified.
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Authorization of the Issuance of the Common Stock and Warrants. The Company has authorized the issuance and sale of a minimum of $250,000 (“Minimum Amount”) and up to $1,500,000 (“Maximum Amount”) of Common Stock and Warrants in units comprised of (i) one share of the Company’s Common Stock, par value $0.001 (“Common Stock”), and (ii) one warrant to purchase one additional share of the Company’s Common Stock (as amended, restated or otherwise modified from time to time pursuant to Section 7, “Warrant”), which are being sold together. The Warrants shall be in substantially the form set out in Exhibit A hereto and represent the right to purchase one share of Common Stock during the Warrant exercise period at the Warrant exercise price per share of Common Stock and are subject to a call provision, certain blocker provisions and with a manner of exercise that includes, but is not limited to a cashless exercise provision, as well as other terms, all as described in the form of warrant set out in Exhibit A. References to an “Exhibit” or “Schedule” are references to an Exhibit or Schedule attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specified.
Sample 1
Authorization of the Issuance of the Common Stock and Warrants. The Company has authorized the issuance and sale of up to $1,150,000 of Common Stock and Warrants in units comprised of (i) one share of the Company’s Common Stock, par value $0.001 (“Common Stock”), and (ii) one warrant to purchase one additional share of the Company’s Common Stock (as amended, restated or otherwise modified from time to time pursuant to Section 7, “Warrant”), which are being sold together. The Warrants shall be in substantially the form set out in Exhibit A hereto and represent the right to purchase one share of Common Stock during the Warrant exercise period at the Warrant exercise price per share of Common Stock and are subject to a call provision, certain blocker provisions and with a manner of exercise that includes, but is not limited to a cashless exercise provision, as well as other terms, all as described in the form of warrant set out in Exhibit A. References to an “Exhibit” or “Schedule” are references to an Exhibit or Schedule attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specified.
Sample 1

Related to Authorization of the Issuance of the Common Stock and Warrants

  • Issuance of the Company’s Common Stock The sale of the shares of Common Stock shall be made in accordance with the provisions and requirements of Regulation D and any applicable state securities law.

  • Authorization of the Common Shares The Common Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement, will be validly issued, fully paid and nonassessable.

  • Authorization of the Common Stock The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

  • Registration of the Common Stock The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (as defined below) by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor statute)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.

  • AUTHORIZATION AND ISSUANCE OF SHARES 1. The Customer shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued:

  • Authorization of the Sponsor Warrants The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.

  • Purchase and Sale of Common Stock and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Authorization of the Placement Shares The Placement Shares, when issued and paid for as contemplated herein, will be validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights, and will conform to the description of the Common Stock contained in the Registration Statement and the Prospectus.

  • Authorization Purchase and Sale Terms of the Sponsor Warrants A. Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.

  • Authorization of the Warrants The Company has duly authorized the issuance and sale of the Warrants to the Purchaser.

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