Call Warrants Sample Clauses

Call Warrants. (a) Concurrently with the execution of this Series Supplement, the Trustee, on behalf of the Trust, shall execute the Warrant Agent Agreement and one Call Warrant, dated as of the date hereof and substantially in the form of Exhibit E hereto, initially evidencing all of the Call Warrants. The Trustee shall perform the Trust's obligations under the Warrant Agent Agreement and the Call Warrants in accordance with their respective terms. (b) The Trustee may not enter into any amendment or modification of the Call Warrant except as provided in Section VI.4 of the Call Warrant. (c) The Trustee shall notify the Certificateholders and the Rating Agencies upon receipt of any notice, pursuant to the provision of the Call Warrants, of a Warrantholder's intent to exercise its Call Warrants. Such notice from the Trustee shall state (i) the Warrant Exercise Date, (ii) that such exercise of the Call Warrant is conditional upon receipt by the Trustee of the Warrant Exercise Purchase Price with respect to such exercise, (iii) that the Trustee will select by lot for redemption a principal amount of Class A Certificates equal to the principal amount of Term Assets to be purchased and that such redemption of the Class A Certificates will occur on the Warrant Exercise Date at a price equal to $25 per Class A Certificate plus accrued and unpaid interest to the date of redemption and (iv) that on the redemption date the Class B Certificateholders will be paid accrued and unpaid interest on the Class B Certificates to the date of redemption and that following such payment on the Class B Certificates the Notional Amount of the Class B Certificates will be reduced by the principal amount of Term Assets purchased. A holder of a Call Warrant may rescind its notice given pursuant to the terms of the Call Warrant and any rescission of such notice or failure to pay the Warrant Exercise Purchase Price pursuant to a rescinded notice shall not adversely affect the right of a Warrantholder to deliver a notice thereafter. The Trustee shall promptly notify Certificateholders of any rescission of such a notice and that the redemption of Certificates in connection with such exercise is also rescinded. (d) Upon the exercise of any Call Warrant in accordance with the terms of the Call Warrants, the Trustee, after receipt of the Warrant Exercise Purchase Price and the Call Warrants being exercised, shall deliver or cause to be delivered upon the written direction of the Warrant Agent, by 1:00 p.m...

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Call Warrants d) Concurrently with the execution of this Series Supplement, the Trustee, on behalf of the Trust, shall execute the Warrant Agent Agreement and one or more Call Warrants, dated as of the date hereof and substantially in the form of Exhibit D hereto, initially evidencing all of the Call Warrants. The Trustee shall perform the Trust's obligations under the Warrant Agent Agreement and the Call Warrants in accordance with their respective terms. In addition, the Trustee shall execute and deliver Call Warrants, substantially in the form of Exhibit D hereto, with respect to any additional Underlying Securities sold to the Trustee on behalf of the Trust pursuant to Section 5 of this Series Supplement.

Call Warrants. Each Buyer’s Call Debenture (if any) shall be accompanied by a number of additional Warrants (the “CALL WARRANTS”) equal to 150% of the Original Principal Amount of the Call Debenture being purchased by the Buyer, divided by the Initial Conversion Price (as defined in the Debenture) (the “CALL WARRANT AMOUNT”). The Call Warrants shall be in the form of the Initial Warrant annexed hereto as EXHIBIT “D,” (including but not limited to the same Initial Exercise Price and term as the Initial Warrant), except that the Date of Issuance of any Call Warrants shall be the date on which they are actually issued. The Initial Warrants and the Call Warrants shall contain Exercise Price adjustment provisions that are consistent with the adjustment provisions afforded to the Conversion Price of the Debenture in the Debenture and shall have a five (5) year term.

Call Warrants. (a) Concurrently with the execution of this Series Supplement, the Trustee, on behalf of the Trust, shall execute the Warrant Agent Agreement and one or more Call Warrants, dated as of the date hereof and substantially in the form of Exhibit E hereto, initially evidencing all of the Call Warrants. The Trustee shall perform the Trust's obligations under the Warrant Agent Agreement and the Call Warrants in accordance with their respective terms. In addition, the Trustee shall execute and deliver additional Call Warrants, substantially in the form of Exhibit E hereto, with respect to any additional Term Assets sold to the Trustee pursuant to Section 5 of this Series Supplement.

Call Warrants. (a) Upon the exercise by the Company of its Put Option, the Company shall issue and grant to the Purchaser three Warrants (each three Warrants together, a "Warrant Series") in the form attached hereto as Annex A. The Warrant Series shall entitle the Purchaser to purchase, at the Purchaser's absolute discretion, from the Company, Shares in an amount equal to 20% (twenty percent) of the Put Shares ("Warrant Series Size"); provided, if the calculation of the Warrant Series Size results in a non-integral number of Shares, then the Warrant Series Size shall be rounded up to the nearest whole integer. (b) Each of the three Warrants in the Warrant Series shall grant the Purchaser the right to purchase from the Company Shares equal to, and not more than or less than, 33.3% (thirty-three percent) of the Warrant Series Size (the "Warrant Size"); provided, if the calculation of the Warrant Size results in a non-integral number of Shares, then the Warrant Size shall be rounded up to the nearest whole integer. (c) Each Warrant in the Warrant Series shall entitle the Purchaser to purchase from the Company Shares equal to the Warrant Size at the following exercise prices (each a "Warrant Exercise Price"): (i) in respect of the first Warrant, 85% (eighty-five percent) of the Share Price on the Exercise Date; (ii) in respect of the second Warrant, 100% (one hundred percent) of the Share Price on the Exercise Date; and (iii) in respect of the third Warrant, 115% (one hundred and fifteen percent) of the Share Price on the Exercise Date. (d) Each Warrant may be exercised on any Trading Day until the date 6 (six) months following the Exercise Date. (e) In the event of any capital adjustment by the Company such as a stock split, stock combination, reclassification, reorganization, merger or combination, or any issuance of additional shares of common stock by reason of a dividend or other distribution payable in common stock, the Warrant Series Size shall be adjusted accordingly.

Call Warrants. (a) Concurrently with the execution of this Series Trust Agreement, the Trustee shall execute the Warrant Agent Agreement and one Call Warrant, dated as of the date hereof and substantially in the form of Exhibit D hereto, initially evidencing all of the Call Warrants. It shall be a condition to the effectiveness of this Series Trust Agreement that the Warrant Agent Agreement and such Call Warrant shall be effective as of the date hereof. The Trustee shall perform the Trust's obligations under the Warrant Agent Agreement and the Call Warrants in accordance with their respective terms. (b) The Trustee may not enter into any amendment or modification of the Call Warrant except as provided in Section 6.4 of the Call Warrant.

Related to Call 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.

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.

Exercise of Purchase Warrants Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.

Fractional Warrant Shares The Company shall not be required to issue fractional Warrant Shares on the exercise of Warrants. If more than one Warrant shall be exercised in full at the same time by the same Holder, the number of full Warrant Shares which shall be issuable upon such exercise shall be computed on the basis of the aggregate number of Warrant Shares which may be purchasable pursuant thereto. If any fraction of a Warrant Share would, except for the provisions of this Section 3.06, be issuable upon the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to the Current Market Value per Warrant Share, as determined on the day immediately preceding the date the Warrant is presented for exercise, multiplied by such fraction, computed to the nearest whole cent.

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.

Purchase Warrants The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock (which is equal to an aggregate of 4% of the Firm Shares sold in the Offering), for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125% of the public offering price of each Firm Share. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Warrant Price Duration and Exercise of Warrants Section 2.01. Warrant Price*. [On , 20 the exercise price of each Warrant is $ . During the period from , 20 through and including , 20 the exercise price of each Warrant will be $ plus [accrued amortization of the original issue discount] [accrued interest] from , 20 . On , 20 the exercise price of each Warrant will be $ . During the period from , 20 , through and including , 20 , the exercise price of each Warrant will be $ plus [accrued amortization of the original issue discount] [accrued interest] from , 20 , [in each case, the original issue discount will be amortized at a % annual rate, computed on an annual basis using a 360-day year consisting of twelve 30-day months]. Such purchase price of Warrant Debt Securities is referred to in this Agreement as the “Warrant Price”. [The original issue discount for each $1,000 principal amount of Warrant Debt Securities is $ ].

Insider Warrants On the Closing Date, the Insider Purchasers shall have purchased the Insider Warrants and the purchase price for such Insider Warrants shall be deposited into the Trust Fund.

Private Warrants On the Closing Date and the Option Closing Date, as applicable, the Private Warrants have been purchased as provided for in the Subscription Agreements and the purchase price for such securities shall be deposited into the Trust Account.

Placement Warrants The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and, when issued in accordance with the terms of the Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

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