Authorization and Issuance of Warrants. The issuance of the Warrants has been duly authorized and, upon delivery to Purchaser of the Warrant Certificates therefor in accordance with the terms hereof, the Warrants will have been validly issued and fully paid and nonassessable, free and clear of all Liens and the issuance thereof will not give rise to any preemptive rights. The issuance of the shares of Class A Common Stock subject to the Warrants has been duly authorized and, when issued upon exercise of the Warrants in accordance with the terms thereof, such shares will have been validly issued and will be fully paid and nonassessable. The issuance of the shares of Voting Common Stock issuable upon conversion of the Class A Common Stock has been duly authorized and, when issued upon conversion of the Class A Common Stock in accordance with the terms thereof, such shares will have been validly issued and will be fully paid and nonassessable and the issuance thereof will not give rise to any preemptive rights. 69,668 shares of Class A Common Stock have been duly reserved for issuance upon the exercise of the Warrants. Except as set forth in the Registration Rights Agreement and on Exhibit D, no Person has the right to demand or any other right to cause the Company to file any registration statement under the Securities Act relating to any securities of the Company or any right to participate in the any such registration.
Authorization and Issuance of Warrants. The Company has authorized the issuance and delivery of Warrants exercisable for up to 300,000 shares of Common Stock in connection with the issuance, sale, and delivery of the Bridge Notes. The Company agrees to issue and deliver to each Purchaser a Warrant exercisable in accordance with its terms for 15,000 shares of Common Stock for each $100,000 in principal amount of the Bridge Notes purchased by such Purchaser.
Authorization and Issuance of Warrants. On the Effective Date, the Parent shall issue to the Initial Warrantholder one or more warrant certificates covering the purchase of shares of Common Stock of the Parent substantially in the form of Exhibit F hereto (such certificates, together with the rights to purchase Common Stock of the Parent provided thereby and all warrant certificates covering such stock issued upon transfer, division or combination of, or in substitution for, any thereof, being herein called the “Warrants”) in an aggregate amount equal to 500,000 shares of Common Stock of the Parent on a fully diluted basis. It is understood and agreed that the Warrants contain provisions affecting the number of shares of Common Stock of the Parent that may be acquired, which provisions are set forth in the Warrants. Such Warrants (i) will have an exercise price equal to $12.00 per share, subject to adjustment as set forth in the Warrants, and (ii) will cease to be exercisable on a date that is the tenth anniversary of the Effective Date.
Authorization and Issuance of Warrants. In consideration of, and in express reliance upon, the representations, warranties and covenants set forth herein, at the Closing Date, subject to the terms and conditions set forth in this Agreement, the Issuer shall issue and sell to each Purchaser, and each Purchaser shall acquire and receive from the Issuer, a warrant to purchase, at each Purchaser’s election, that number of Shares (as may be adjusted from time to time) specified on Schedule I under the heading “Warrants” substantially in the form attached hereto as Exhibit B (each, a “Warrant” and collectively, the “Warrants”). Schedule I sets forth (1) the number of Shares purchasable pursuant to the Warrant, in each case, as if the applicable Purchaser exercised such Warrant in full on the date hereof, and (2) the exercise price payable by the holder of the Warrant upon exercise of the Warrant, in each case, if the applicable Purchaser exercised such Warrant in full on the date hereof.
Authorization and Issuance of Warrants. The Company has authorized the issuance of the Warrants to the Initial Holders pursuant to the terms of the Securities Purchase Agreement.
Authorization and Issuance of Warrants. 94 SECTION 13.02
Authorization and Issuance of Warrants. On the Effective Date, the Parent shall issue to the Lenders one or more warrant certificates covering the purchase of shares of Common Stock and Class A Common Shares substantially in the form of Exhibit B-2 hereto (such certificates, together with the rights to purchase Common Stock and Class A Common Shares provided thereby and all warrant certificates covering such stock issued upon transfer, division or combination of, or in substitution for, any thereof, being herein called the "Conversion Warrants") in an aggregate amount equal to, on the Effective Date, in the case of an exercise of the Conversion Warrants for Common Stock, the Common Stock Exercise Amount (as defined in the Conversion Warrant), and in the case of an exercise of the Conversion Warrants for Class A Common Shares, an amount equal to the Initial DSW Stock Exercise Amount. It is understood and agreed that the Conversion Warrants contain provisions affecting the number of shares of Common Stock and Class A Common Shares for which the Conversion Warrants may be exercised and the exercise price of the Conversion Warrants, and that such provisions are set forth in the Conversion Warrants.
Authorization and Issuance of Warrants. On the Second Amendment Effective Date, the Borrower shall issue to the Lenders in accordance with their Pro Rata Shares one or more warrant certificates covering the purchase of 3,053,119 shares of Common Stock of the Borrower substantially in the form of Annex I to the Second Amendment (such certificates, together with the rights to purchase Common Stock of the Borrower provided thereby and all warrant certificates covering such stock issued upon transfer, division or combination of, or in substitution for, any thereof, being herein called the "Warrants"). On each borrowing date following the Second Amendment Effective Date that the Borrower draws a Revolving Loan in an aggregate principal amount of $10,000,000 or more, the Borrower shall issue to the Lenders one or more Warrants in an amount equal to the Lenders' Pro Rata Share of 459,116 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), 688,673 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) and 918,231 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) shares of Common Stock of the Borrower, respectively as of each such subsequent borrowing date. It is understood and agreed that the Warrants contain provisions affecting the number of shares of Common Stock of the Borrower that may be acquired, which provisions are set forth in the Warrants. All such Warrants will have an exercise price equal to an amount not greater than $0.001 per share and will cease to be exercisable on a date that is the fifth anniversary of the Second Amendment Effective Date or as otherwise provided in the Warrants.
Authorization and Issuance of Warrants. TriPath has taken all necessary corporate action to authorize the issuance and delivery of the Warrants under this Agreement and to reserve for issuance and delivery the shares of TriPath Stock issuable upon exercise or conversion of the Warrants (the "Warrant Shares"). Upon issuance in accordance with the terms of each Warrant, including payment of the respective exercise price, the Warrant Shares shall be duly and validly issued, fully paid and nonassessable, free and clear of all pledges, liens and encumbrances.
Authorization and Issuance of Warrants. The issuance of the Warrants has been duly authorized and, upon delivery of the Warrant certificates in accordance with the terms hereof, the Warrants will have been validly issued and fully paid and nonassessable, free and clear of all Liens and the issuance thereof will not give rise to any preemptive rights. The issuance of the shares of Common Stock subject to the Warrants (including shares of Series A Common Stock issuable upon conversion of Warrant Stock) has been duly authorized and, when issued upon exercise of the Warrants or conversion of the Warrant Stock in accordance with the terms hereof, such shares will have been validly issued and fully paid and nonassessable, free and clear of all Liens. 22,345,536 shares of Common Stock have been duly reserved for issuance upon the exercise of the Warrants and conversion of the Warrant Stock. Except as set forth in the Registration Rights Agreement, no Person has the right to demand or any other right to cause the Company to file any registration statement under the Securities Act relating to any securities of the Company or any right to participate in the any such registration.
