Agent’s Warrants. As additional compensation hereunder, at each Closing, Cardium will issue to the Placement Agent or its designees, warrants (the “Agent’s Warrants”) to purchase such number of shares of Common Stock equal to five percent (5%) of the shares of Common Stock initially issuable upon exercise of the Warrants issued at such Closing. Notwithstanding the foregoing, no Agent’s Warrants will be issued on $845,000 of funds either (i) previously advanced to the Company or (ii) in the form of salary deferrals, which certain officers have agreed to forego in consideration of Note and Warrant issuances pursuant to the Note and Warrant Purchase Agreement. The Agent’s Warrants shall have an exercise price equal to the exercise price contained in the Warrants and shall contain the same provisions (including adjustment provisions) as those contained in the Warrants. At the Placement Agent’s election, Cardium may issue the Agent’s Warrants all at once at the Final Closing. For the benefit of the Placement Agent, Cardium hereby incorporates by reference the registration rights provisions as set forth in Section 6 of the Purchase Agreement with the same force and effect as if specifically set forth in the Agent’s Warrants. The Agent’s Warrants and the Agent’s Fee are sometimes collectively referred to herein as the “Agent’s Compensation.”
Agent’s Warrants. Create and issue to the Agents, or as directed by the Agents, in the aggregate, a number of Agent’s Warrants equal to: (i) 5.0% of the aggregate number of Offered Shares sold to Subscribers other than President’s List Subscribers; plus (ii) 2.5% of the aggregate number of Offered Shares sold to President’s List Subscribers; plus (iii) that number of Agents’ Warrants which is equal to 1.0% of the aggregate number of Offered Shares.
Agent’s Warrants. The Company shall sell to the Agent for $50 a four-year warrant to purchase a number of shares of the Common Stock equal to 10% of the number of Shares sold in this Offering by the Agent (the "Agent's Warrants"). The Agent's Warrants shall be issued at the final Closing, and shall first become exercisable one (1) year after issuance at a price equal to $0.60 per share. The Agent's Warrants shall contain such further terms as those provided in and be substantially similar to that of Exhibit A.
Agent’s Warrants. 18 EXHIBIT A - Form 10-KSB for the fiscal year ended March 31, 1999 EXHIBIT B - Form 10-QSB for the quarter ended June 30, 1999 The following is a summary of certain information contained in this Offering Circular, including a summary of the terms of the Exchange Offer. It is not intended to be complete and is qualified in its entirety by the more detailed information contained in this Offering Circular. THE COMPANY Xxxxxxxx.xxx is an internet-based company that provides personalized financial and lifestyle information to customers' wireless communication devices. We also offer wireless business solutions to companies. We have developed technology that combines real-time data, the world wide web, customized information from corporations and wireless communications to provide individually tailored information services to customers' pagers and digital cellular phones. Our web site and customer support team provide account maintenance services that allow subscribers to customize the types of information alerts they receive. All consumer services are marketed from our web site as well as through direct and re-seller distribution channels. Our re-sellers currently include broker-dealers, information service providers, wireless network carriers, and other internet companies. In addition, our business solutions use our wireless technology to give businesses a way to provide personalized information to their customers. The first of our financial information services is QuoteXpress, an investment monitoring tool that alerts subscribers with stock quote information they pre-specify, such as price changes and volume. Other financial services include SplitXpress, a service that notifies subscribers of stock splits, buy-backs, takeovers, mergers and surprise earnings announcements. CommmodityXpress tracks futures contract prices for commodities trading on all the major US commodities markets. CompanyNews provides the latest news stories and press releases for specific companies selected by the subscriber. The headlines are delivered to the wireless device and the complete story may be delivered to their email address, and is also available on our web site. During 1998, we introduced two new lifestyle services. Sports2Go provides personalized real-time sports coverage with up-to-the-minute scores and breaking game events. InfoXtra allows subscribers to receive personalized information from a wide range of categories that include: local weather forecasts, horoscopes, win...
Agent’s Warrants. As additional consideration for the services to be provided by the Agents in respect of the Distribution, the Company shall issue to the Agents (in such name or name as the Lead Agent shall direct in writing) at the Closing Time, compensation warrants (the “Agent Warrants”) entitling the Agents to purchase, in the aggregate, that number of Common Shares of the Company equal to 5% of the aggregate number of Shares sold hereunder at a price of $8.50 per Share for a period of two years following the Closing Date.
Agent’s Warrants. In addition to the fees and reimbursement of costs set forth above, the Company shall also issue to Agent or its designees warrants, designated as Series D Warrants ("Warrants") to purchase a number of shares of the Company's Common Stock equal to the sum of (i) six percent (6%) (the "Warrant Percentage") multiplied by the dollar amount of Securities placed all divided by the Warrant Exercise Price (defined as the Market Price, as defined below, at the time of Closing), subject to a minimum of 50,000 shares, exerciseable at the Warrant Exercise Price.
Agent’s Warrants. In connection with a private placement that was completed in November 1997, Xxxxxxxx.xxx issued to Commonwealth Associates, the placement agent, and its designees warrants to purchase 824,383 shares of common stock. At that time, Xxxxxxxx.xxx also issued warrants to purchase 100,000 shares of common stock to Xxxxx Xxxxxx, an investor who had provided Xxxxxxxx.xxx with $2 million in debt financing. These warrants are exercisable at $3.75 per share and are exercisable at any time until November 5, 2002. At the election of a holder of these warrants, the holder may exchange all or a portion of the warrants held for shares of common stock in a "cashless exercise" transaction. The number of shares issued in exchange for the warrants is determined by determining the value of the warrants by subtracting the $3.75 exercise price from the current market price and multiplying this by the number of shares that the holder could purchase with the surrendered warrants. This total value is then divided by the current market price to determine the number of shares to be received. For example, if a holder surrenders warrants to purchase 1,000 shares and the current market price is $5.00 per share, the holder would receive 250 shares of common stock in exchange for the warrants. These warrants are not redeemable.
Agent’s Warrants. The Agents shall have received, prior to the Closing Time, one or more executed Agents’ Warrant Certificates.
Agent’s Warrants. The Agent’s Warrants to be issued have been, or prior to the Closing Time will be, duly and validly authorized for issuance and created by the Corporation and, upon execution and delivery of the Agent’s Warrant Certificate by the Corporation, the Agent’s Warrants will be validly issued.
Agent’s Warrants. The Company hereby agrees to issue to Agent (and/or its designees) on the Closing Date, Warrants to purchase a number of shares of Common Stock equal to up to an aggregate of 5% of that number of Bonds issued at such closing (the “Agent’s Warrants”). The Agent’s Warrants shall be exercisable, in whole or in part, commencing after 6 months from the closing and expiring on the three-year anniversary of the closing at an initial exercise price equal to one hundred and twenty five percent (125%) of the conversion price of the Bonds into shares of common stock underlying the Bonds, which will be fixed upon the issuance of the Bonds as disclosed in the Prospectus.
