Amendments to Warrant a) As of the Warrant Effective Date (as defined below), the number of Warrant Shares represented by the Warrant shall be [ ].
b) As of the Warrant Effective Date, Section 2(b) is hereby deleted in its entirety and replaced with the following:
Amendments to Warrant. The Preamble of the Warrant is hereby amended by deleting it in its entirety and inserting the following in lieu thereof: “This is to certify that, FOR VALUE RECEIVED, GHF, Inc. (the “Holder”) is entitled to purchase, subject to the provisions of this warrant (this “Warrant”), from the Company, 500,000 shares of common stock of the Company, par value $0.000666 per share (the “Stock”), at a price of per share of $0.4555 (the “Exercise Price”). The number of shares of Stock to be received and the Exercise Price to be paid therefor upon the exercise of this Warrant are subject to adjustment as set forth in Section 5 below. The shares of Stock deliverable upon such exercise at any time are hereinafter sometimes referred to as ‘Warrant Shares.”
Section 1 (a) of the Warrant is hereby amended by deleting it in its entirety and inserting the following in lieu thereof: “Procedural Requirements. This Warrant may be exercised in whole or in part at any time from the Issue Date until 5:00 p.m., Eastern Standard Time on December 31, 2025. In order to exercise this Warrant, the Holder shall deliver to the Company (A) the Purchase Form attached hereto as Exhibit A, duly completed and executed; (B) payment of the Exercise Price for the Warrant Shares; and (C) this Warrant upon receipt of the foregoing items, the Company shall execute or cause to be executed and deliver or cause to be delivered to the Holder, a certificate or certificates representing the aggregate number of full Warrant Shares issuable upon such 4888-1611-0519.2 exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be in such denomination or denominations as the Holder shall request and shall be registered in the name of the Holder or, subject to the restrictions on transfer set forth herein, such other name as shall be designated in the notice. This Warrant shall he deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the Exercise Price and this Warrant, are received by the Company as described above. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a new Warrant e...
Amendments to Warrant a. The introductory paragraph of Section 1(a) of the Agreement is hereby amended and restated in its entirety to read as follows:
(a) For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, up to 317,073 fully paid and non-assessable shares of Common Stock (as defined below) at a purchase price per share equal to the Exercise Price (as defined below). The number of, and applicable Exercise Price for, such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:"
b. The definition of "Exercise Price" in Section 1(a) of the Agreement is hereby amended and restated in its entirety to read as follows:
Amendments to Warrant. The terms and conditions of the WPI Warrant (No. W-5) are hereby amended as follows:
1.1 The first paragraph of the WPI Warrant is hereby deleted in its entirety and the following is substituted therefor: "Information Management Associates, Inc., a Connecticut corporation (the "Company"), for value received, hereby certifies that Wand Partners Inc., or registered assigns, is entitled to purchase from the Company 20,680 authorized, validly issued, fully paid and nonassessable shares of Common Stock, no par value per share (the "Common Stock") of the Company at the purchase price per share of $3.00 at any time or from time to time commencing at 9:00 A.M., New York City time, on the Warrant Exercise Date and prior to 5:00 P.M., New York City time, on December 21, 2002, all subject to the terms, conditions and adjustments set forth below in this Warrant."
Section 1.1 is hereby deleted in its entirety and the following is substituted therefor:
Amendments to Warrant. The Warrant is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:
(a) Article 3 is amended by: (1) renumbering existing subsection (c) as subsection (d); (2) renumbering existing subsection (d) as new subsection (e); and (3) inserting new subsection (c) to read as follows:
(c) If, at any time while this Warrant is outstanding, the Company shall issue additional shares of Common Stock for consideration per share less than the then current market price (determined (a) in the event that the Common Stock is publicly listed, by reference to the closing sales price of the Common Stock on the date of such issue or (b) in the event that the Common Stock is not publicly listed, by reference to the then current market value of each share of Common Stock as determined by the Board of Directors of the Company in good faith; provided, however, that in the event of a sale, merger, liquidation, dissolution or winding up of the Company (each, a ‘Liquidity Event’), current market price means the amount per share payable to the holders of the Common Stock upon the consummation of such Liquidity Event), then the Per Share Warrant Price of the Warrant Shares shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Per Share Warrant Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares which the aggregate consideration received by the Company for the total number of additional shares of Common Stock so issued would purchase at the then current fair market price, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such additional shares of Common Stock so issued. Notwithstanding the foregoing, no adjustment to the Per Share Warrant Price shall be required under this Section 3(c): (i) in connection with the issuance of shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the date hereof) issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary...
Amendments to Warrant. At the Effective Time, the Preamble of the Warrant shall be amended and restated in its entirety as follows: Progenity, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at any time after the date hereof and on or before the Expiration Date (as defined below), up to 1,818,182 shares of Series B Preferred Stock, par value $0.001, of the Company (the “Series B Preferred Stock”), at an initial purchase price of $2.75 per share (the “Initial Purchase Price”). The shares issuable upon exercise of this Warrant and the exercise price per share, as adjusted from time to time pursuant to the provisions of this Warrant, are sometimes hereinafter referred to as the “Warrant Stock” and the “Exercise Price,” respectively. This Series B Preferred Stock Purchase Warrant (this “Warrant”) is issued under and pursuant to that certain Credit and Security Agreement, dated as of the Issuance Date, by and among the Company, as borrower, the lenders party thereto, and Athyrium Opportunities III Co-Invest 1 LP, as collateral agent (as amended, modified, restated, refinanced, replaced or supplemented from time to time, the “Credit Agreement”).
Amendments to Warrant. The following amendments to the Warrant shall take effect as of the date hereof:
(a) Section 1 of the Warrant is hereby deleted in its entirety and replaced with the following:
Amendments to Warrant. (a) To avoid any ambiguity in the Warrant issued by Parent to Lender on February 27, 2017 (the “Original Warrant”), Parent agrees that paragraph 2 of the Original Warrant is amended to read as follows: Subject to the terms and conditions hereof, the Holder of this Warrant may exercise this Warrant for all or any part of the Warrant Shares purchasable hereunder (subject to adjustment as provided herein) prior to 5:00 p.m., central time, on the fifth anniversary of the date hereof or, if such day is not a Business Day, on the next preceding Business Day (the “Exercise Period”).
(b) The definition of Excluded Issuances in the Warrant is amended in its entirety to read as follows:
Amendments to Warrant a. The defined term “Warrant Price” in Section 8 of the Warrant is hereby amended and restated as follows:
Amendments to Warrant. I. The first paragraph of the Warrant is hereby amended and restated in its entirety as follows: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [HOLDER] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth and in the Securities Purchase Agreement between the Company and the Holder (the “Purchase Agreement”), at any time on or after the Original Issue Date and on or prior to the close of business on the fifth anniversary of the Original Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Summit Semiconductor, Inc., a Delaware corporation (the “Company”), up to [_______] shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)
II. Section 2(b) of the Warrant is hereby amended and restated in its entirety as follows: