Additional Class B Warrants Sample Clauses

Additional Class B Warrants. (a) If Taylor Madison does not file the Registration Statement within forty-five days after the date of the Closing (i) for the initial thirty (30) day period, Taylor Madison shall issue to the each Purchaser, as liquidated damages, additional Class B Warrants equal to 1.5% of the sum of: (y) the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock into Common Stock, and (z) the number of shares of Common Stock issuable upon exercise of the Class B Warrants originally issued on the date of this Agreement, and (ii) for each subsequent 30-day period, Taylor Madison shall issue to each Purchaser, as liquidated damages, additional Class B Warrants equal to 1.5% of the sum of:: (y) the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock, and (ii) the number of shares of Common Stock issuable upon exercise of the Class B Warrants originally issued on the date of this Agreement; provided, however, in no event shall the maximum number of Class B Warrants issued pursuant to this Section 3.2(a) exceed nine percent (9.0%) of the Common Stock issuable upon conversion of the Series A Preferred Stock and upon exercise of the Class B Warrants originally issued on the date of this Agreement. (b) If Taylor Madison's Registration Statement is not declared effective within one hundred twenty (120) days after the date of the Closing (or one hundred fifty (150) days if extended, as provided in Section 3.1 above), (i) for the initial thirty (30) day period, Taylor Madison shall issue to the each Purchaser, as liquidated damages, additional Class B Warrants equal to 1.5% of the sum of (y) the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock into Common Stock, and (z) the number of shares of Common Stock issuable upon exercise of the Class B Warrants originally issued on the date of this Agreement, and (ii) for each subsequent 30-day period, Taylor Madison shall issue to each Purchaser, as liquidated damages, additional Class B Warrants equal to 1.5% of the sum of: (y) the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock, and (z) the number of shares of Common Stock issuable upon exercise of the Class B Warrants originally issued on the date of this Agreement; provided, however, in no event shall the maximum number of Class B Warrants issued pursuant to this Section 3.2(b) exceed nine percent (9.0%) of the Common Stock issuab...
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Related to Additional Class B Warrants

  • Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations The aggregate principal amount of the Certificates that may be authenticated and delivered under this Agreement is limited to the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date, as specified in the Preliminary Statement to this Agreement, except for Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Certificates pursuant to Section 5.03. Such aggregate principal amount shall be allocated among one or more Classes having designations, types of interests, initial per annum Certificate Interest Rates, initial Class Principal Balances and Final Maturity Dates as specified in the Preliminary Statement to this Agreement. The aggregate Percentage Interest of each Class of Certificates of which the Class Principal Balance equals zero as of the Cut-Off Date that may be authenticated and delivered under this Agreement is limited to 100%. Certificates shall be issued in Authorized Denominations.

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • REMIC Certificate Maturity Date Solely for purposes of satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible maturity date" of the regular interests in the Upper-Tier REMIC, Middle-Tier REMIC and Lower-Tier REMIC is October 25, 2035.

  • Exchangeable for Multiple Warrants This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional shares of Common Stock shall be given.

  • Vote to Increase Authorized Common Stock Each Stockholder agrees to vote or cause to be voted all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available for conversion of all of the shares of Preferred Stock outstanding at any given time.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Additional Certificates The Company shall have furnished to the Agents such certificate or certificates, in addition to those specifically mentioned herein, as the Agents may have reasonably requested as to the accuracy and completeness at each Representation Date of any statement in the Registration Statement or the Prospectuses or any documents filed under the Exchange Act and Canadian Securities Laws and deemed to be incorporated by reference into the Prospectuses, as to the accuracy at such Representation Date of the representations and warranties of the Company herein, as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Agents.

  • Conversion Shares Issuable Upon Conversion of Principal Amount The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price.

  • Note Exchangeable for Different Denominations This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section (4)(d)) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

  • Additional Warrants The Company may at any time and from time to time issue additional warrants or grant options or similar rights to purchase shares of its capital stock.

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