Amendment of Terms of Purchaser Warrant and Agent Warrant Sample Clauses

Amendment of Terms of Purchaser Warrant and Agent Warrant eAuto agrees that the exercise price for all of the Purchaser Warrants and Agent Warrants issued to the Governors Road Affiliates shall be set at $.35 per share. The Governors Road Affiliates and eAuto acknowledge that the cashless exercise provisions set forth in the Purchaser Warrants and the Agent Warrants are hereby deleted. The Governors Road Affiliates agree that Section 6 of each of the Purchaser Warrant and Agent Warrants caption "Reclassification, Reorganization, Consolidation or Merger" is deleted in its entirety. In lieu thereof, the holder of the Purchaser Warrants or Agent Warrants shall be given at least 30 days' prior written notice of any consolidation or merger of eAuto with or into another corporation or in the event of any sale, lease, transfer or conveyance to another corporation of the property and assets of eAuto as an entirety or substantially as an entirety. The holders of the Purchaser Warrants and Agent Warrants shall have the right to exercise such Warrants prior to consummation of any such transaction and to participate as a Common Shareholder in such transaction. If the holders of the Purchaser Warrants and Agent Warrants do not exercise such Warrants in connection with such transaction, such Warrants shall terminate. The piggyback registration rights for the Warrants shall remain in effect. The parties agree that the call provisions for the Purchaser Warrants and Agent Warrants (the "Warrants") shall be amended as follows. The Company, at its option, may redeem all or any portion on a pro rata basis, of outstanding Warrants at a price of $.01 per Warrant, upon at least 10 days' notice to the registered Holders of such Warrants, provided that the average closing price per share of Common Stock (determined as hereinafter provided) shall have been $.45 or greater than the applicable Exercise Price for a period of 15 consecutive business days ended immediately prior to the date of such notice. For the purpose of determining whether the Company may redeem the Warrants, the closing price per share of Common Stock for each day shall be the last reported sales price, regular way, or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, regular way, in either case, on any exchange (NASDAQ or OTC:BB) on which the Common Stock is listed or admitted to trading, or, if there is no such representative closing bid on NASDAQ or OXX.XX on such day, a price determined in any reasonable...
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Related to Amendment of Terms of Purchaser Warrant and Agent Warrant

  • 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:

  • Amendment of Purchase Agreement The Purchase Agreement is hereby amended as follows:

  • Representative’s Warrant Agreement On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Warrant Agreement.

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • Warrant Agreement and Registration and Stockholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Stockholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • Warrant Subscription Agreement The Warrant Subscription Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • Persons Having Rights Under Warrant Agreement Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.

  • Warrant Agent Agreement If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject to the Warrant Agent Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agent Agreement, the provisions of this Warrant shall govern and be controlling. ******************** (Signature Page Follows)

  • FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS SECTION 2.01 FORM AND TRANSFERABILITY OF RECEIPTS. SECTION 2.02 DEPOSIT OF SHARES.

  • REINSTATEMENT OF PURCHASE AGREEMENT All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No. 17, shall remain in full force and effect without any change.

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