Amendment of Original Warrants Sample Clauses

Amendment of Original Warrants. (a) On the date hereof, the Original Warrants shall be amended by the following amendments (the “Original Warrant Amendments” and, together with together with the Original Warrant after giving effect to the Original Warrant Amendments, the “Amended Warrant”): i. the introductory paragraph of the Original Warrants shall be amended by adding the following provision to the end of the first sentence in such introductory paragraph: “; provided, in the event the Holder’s decision to exercise this Warrant would cause the Holder to beneficially own in excess of the Maximum Percentage of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, in lieu of receiving shares of Common Stock such Holder shall be issued, at an exercise price equal to the Exercise Price hereunder less $0.01 per share, prefunded Common Stock purchase warrants in the form attached hereto, covering such number of shares of Common Stock as would otherwise have been in excess of the Maximum Percentage”; and the other provisions of the Original Warrants shall be deemed updated as may be reasonably necessary, in light of the circumstances, to give effect to any such issuance of prefunded Common Stock purchase warrants, with such form of prefunded Common Stock purchase warrants attached hereto as Exhibit B (the “Prefunded Warrants”); and (ii) the defined term “Exercise Price” set forth in Section 2(b) of the Original Warrants shall be amended to equal $0.80 (the “Amended Exercise Price”).
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Amendment of Original Warrants. (a) On the date hereof, the reference to “$0.25 per share” in the defined term “Exercise Price” set forth in Section 1(b) of the Original Warrants shall be amended to equal “$0.14 per share, provided that this Warrant is exercised prior to February 28, 2019, otherwise such Exercise Price shall remain $0.25 per share” (the “Amended Exercise Price”). (b) All references to the Original Warrants used herein, after the execution of this Agreement, shall refer to the Original Warrants, as amended pursuant to clause (a) above. Except as expressly set forth in this Agreement, all terms of the Original Warrants are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, and the Holder reserves all of its rights, remedies, powers and privileges.
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Amendment of Original Warrants. (a) On the date hereof, the defined term “Exercise Price” set forth in Section 2(b) of the Original Warrants shall be amended to equal $ 0.80 (the “Amended Exercise Price”) (the “Original Warrant Amendment” and together with the Original Warrant, after giving effect to the Original Warrant Amendment, the “Amended Warrant”). (b) Except as expressly set forth in this Agreement, all terms of the Original Warrants are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, and the Holder reserves all of its rights, remedies, powers, and privileges. There will be no new warrants to purchase Common Stock issued for any Original Warrants exercised hereunder. (c) As soon as practicable, and in any event no later than November 4, 2019, the Company hereby covenants and agrees to file a registration statement on Form S-3 to register all shares of Common Stock received by the Holder as a result of any exercise of an Amended Warrant or a Permanent Amended Warrant (as defined below) as well as all shares of Common Stock underlying the remaining Original Warrants. Until such registration statement is declared effective, neither the Amended Warrant Shares or Permanent Amended Warrant Shares, as defined below, nor any other shares of Common Stock underlying the Warrants, will be freely tradeable if exercised for cash.
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Amendment of Original Warrants. Commencing immediately following the Company’s delivery to the Holder of a prospectus supplement to the Prospectus dated October 21, 2019 relating to the terms of this Agreement (the “Prospectus Supplement”), which shall be delivered no later than 5:00 p.m. Eastern Time on the date hereof, and ending at 9:15 a.m. Eastern Time on the next Trading Day following such delivery of the Prospectus Supplement (the “Modified Exercise Price Term”), the Exercise Price per share for the number of Warrant Shares subject to the Original Warrants as listed on Exhibit A will be equal to $0.75 but only with respect to a cash exercise under Section 1(a) of the Original Warrants (and not pursuant to the cashless exercise procedure specified in Section 1(d) of the Original Warrants). In addition, the Maximum Percentage definition under Section 1(f) of the Original Warrants is hereby amended to 9.99%. The Warrant Shares issued upon exercise of the Original Warrants during the Modified Exercise Price Term shall be issued free of all legends. For the avoidance of doubt, with respect to any such Warrant Shares listed on Exhibit A that are not purchased pursuant to Holder’s exercise of an Original Warrant under Section 1(a) of such Original Warrant during the Modified Exercise Price Term, the Exercise Price will revert to the Exercise Price set forth in such Original Warrant ($0.86 per share, subject to any further adjustments pursuant to the terms of the Original Warrants) as of the end of the Modified Exercise Price Term.
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Amendment of Original Warrants. Commencing immediately following the Company’s delivery to the Holder of a prospectus supplement to the Prospectus dated February 8, 2019 relating to the terms of this Amendment (the “Prospectus Supplement”) and ending at 9:15 a.m. Eastern Time on January 9, 2020 (the “Modified Exercise Price Term”), the Exercise Price per share for all of the Warrant Shares subject to the Original Warrants will be equal to $0.3495 but only with respect to a cash exercise under Section 2(a) of the Original Warrants (and not pursuant to the cashless exercise procedure specified in Section 2(c) of the Original Warrants). For the avoidance of doubt, with respect to any Warrant Shares that are not purchased pursuant to Holder’s exercise of an Original Warrant under Section 2(a) of such Original Warrant during the Modified Exercise Price Term, the Exercise Price will revert to the Exercise Price set forth in such Original Warrant ($1.20 per share, with respect to the February 2019 Warrants, and $1.25 per share, with respect to the March 2019 Warrants, subject to any further adjustments pursuant to the terms of the Original Warrants) as of the end of the Modified Exercise Price Term.
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Amendment of Original Warrants. (a) On the date hereof, the defined term “Exercise Price” set forth in Section 2(b) of the Original Warrants shall be amended to equal $1.50 (the “Amended Exercise Price”) (the “Original Warrant Amendment” and the Original Warrant, after giving effect to the Original Warrant Amendment, the “Amended Warrant”).
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Amendment of Original Warrants. (a) On the date hereof, (i) the defined term “Exercise Price” set forth in Section 2(b) of the Original Warrants shall be amended to equal $2.125 (the “Amended Exercise Price”) for the period beginning on the date hereof through the Termination Date, inclusive and (ii) the defined term “Warrant Share Delivery Date” set forth in Section 2(d)(i) of the Original Warrant shall be amended to refer to the date that is two (2) Trading Days after the delivery to the Company of the Notice of Exercise (collectively, the “Original Warrant Amendments” and the Original Warrant, after giving effect to the Original Warrant Amendments, the “Amended Warrant”).
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Amendment of Original Warrants. (a) On the date hereof, the defined term “Exercise Price” set forth in the Original Warrants shall be amended to equal $0.03 (the “Amended Exercise Price”). (b) Except as expressly set forth in this Agreement, and except for Section 6 which has been previously amended to make the warrants transferable, all terms of the Original Warrants are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, and the Holder reserves all of its rights, remedies, powers, and privileges.
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Amendment of Original Warrants 
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Related to Amendment of Original Warrants

  • 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.

  • Release of Unsold Securities From time to time prior to the termination of the applicable AAU, at the request of the Manager, you will advise the Manager of the number or amount of Securities remaining unsold which were retained by or released to you for direct sale, and of the number or amount of Securities and Other Securities (as defined below) purchased for your account remaining unsold which were delivered to you pursuant to Article V hereof or pursuant to any Intersyndicate Agreement, and, on the request of the Manager, you will release to the Manager any such Securities and Other Securities remaining unsold: (a) for sale by the Manager to institutions, Dealers, or retail purchasers, (b) for sale by the Issuer or Seller pursuant to delayed delivery contracts, or (c) if, in the Manager’s opinion, such Securities or Other Securities are needed to make delivery against sales made pursuant to Article V hereof or any Intersyndicate Agreement.

  • Amendment of Existing Warrant Agreement The Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, effective as of the Merger Effective Time, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the registered holders:

  • Fractional Warrants The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.

  • Exclusion of Private Placement Warrants and Working Capital Warrants The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such Private Placement Warrants or the Working Capital Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants and the Working Capital Warrants, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants or the Working Capital Warrants to exercise the Private Placement Warrants and the Working Capital Warrants prior to redemption pursuant to Section 6.3. Private Placement Warrants and Working Capital Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants and shall become Public Warrants under this Agreement.

  • Private Warrants and Working Capital Warrants The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

  • Ratification of Original Indenture The Original Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Original Indenture in the manner and to the extent herein and therein provided. For the avoidance of doubt, each of the Company and each Holder of the Notes, by its acceptance of such Notes, acknowledges and agrees that all of the rights, privileges, protections, immunities and benefits afforded to the Trustee and the Paying Agent under the Original Indenture are deemed to be incorporated herein, and shall be enforceable by the Trustee and the Paying Agent hereunder, as if set forth herein in full. U.S. Bank National Association hereby accepts the trusts in this Supplemental Indenture declared and provided, upon the terms and conditions herein above set forth.

  • Treatment of Warrant Upon Acquisition of Company Upon the closing of any Acquisition, without limiting or prejudicing Holder’s right to convert this Warrant under Section 1.3 or exercise its “put” rights under Section 1.8 (in each case with respect to the Warrant Stock that may then be converted or put) the surviving entity shall, as a condition to the Acquisition, either (i) assume the obligations under this Warrant, then this Warrant shall be convertible into the same securities as would be payable for the shares of Warrant Stock issuable upon conversion of the unconverted portion of this Warrant as if such shares of Warrant Stock were outstanding on the record date for the Acquisition (and the Exchange Price and/or number of shares of Warrant Stock shall be adjusted accordingly); or (ii) the Company or other surviving entity in such Acquisition shall, upon initial closing of such Acquisition purchase this Warrant at its “Fair Value” (the “Purchase Price”). For purposes hereof, “Fair Value” means that value determined by the parties using a Black-Scholes Option-Pricing Model (the “Black-Scholes Calculation”) with the following assumptions: (A) a risk-free interest rate equal to the risk-free interest rate at the time of the closing of the Acquisition (or as close thereto as practicable), (B) a contractual life of the Warrant equal to the remaining term of this Warrant as of the date of the announcement of the Acquisition, (C) an annual dividend yield equal to dividends payable or declared on the underlying shares of Warrant Stock (including securities into which the shares of Warrant Stock may be convertible) during the term of this Warrant (calculated on an annual basis), and (D) a volatility factor of the expected market price of the Company’s Shares comprised of: (1) if the Company is publicly traded on a national securities exchange, its volatility over the one year period ending on the day prior to the announcement of the Acquisition, (2) if the Shares are traded over-the-counter, its volatility over the one year period ending on the day prior to the announcement of the Acquisition, or (3) if the Company is a non-public company, the volatility, over the one year period prior to the Acquisition, of an average of publicly-traded companies in the same or similar industry to the Company with such companies having similar revenues. The Purchase Price determined in accordance with the above shall be paid upon the initial closing of the Acquisition and shall not be subject to any post-Acquisition closing contingencies or adjustments; provided, however, the parties may take such post-Acquisition closing contingencies or adjustments into account in determining the Purchase Price, and if the parties take any post-Acquisition closing contingencies or adjustments into account, then upon the partial or complete removal of those post-Acquisition closing contingencies or adjustments, a new Black-Scholes Calculation would be made using all of the same inputs except for the value of the Company’s Shares (as determined under subclause (D)), and any increase in Fair Value (and, correspondingly, Purchase Price), including, without limitation, as a result of any earn-out or escrowed consideration, would be paid in full to Holder immediately after those post-Acquisition closing contingencies or adjustments can be determined or achieved.

  • Private Placement Warrants and Working Capital Warrants The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii) the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in each case these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

  • Replacement of Warrants Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

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