Cancellation of Exchange Warrants and Underlying Stock Sample Clauses

Cancellation of Exchange Warrants and Underlying Stock. Because the Class B Preferred Stock is convertible into One Million Three Hundred Thirty Four Thousand Nine Hundred and Forty Five (1,334,945) shares of Class A Common Stock, the number of Warrants which the Stockholders are entitled to receive upon the Exchange is One Hundred Forty Eight Thousand Three Hundred and Twenty Seven (148,327) greater than the number would have been had the Class B Preferred Stock not been issued. If the Company redeems the Class B Preferred Stock, in whole or in part, the number of Exchange Warrants which the Stockholders are entitled to receive upon the Exchange shall be adjusted to that number of Exchange Warrants calculated as if the Class B Preferred Stock so redeemed had never been issued, with each Stockholder bearing that portion of such adjustment equal to a fraction, the numerator of which is the number of Exchange Warrants which such Stockholder would have received prior to such adjustment and the denominator of which is the total number of Exchange Warrants which all of the Stockholders would have received prior to such adjustment. If any such redemption occurs after the Exchange, the Stockholders shall surrender to the Company for cancellation, without additional consideration, that number of Exchange Warrants (duly endorsed for transfer and accompanied by all requisite stock transfer stamps) equal to the excess of the total number of Exchange Warrants received by all of the Stockholders upon the Exchange over that number of Exchange Warrants which all of the Stockholders would have received had the Class B Preferred Stock never been issued,, with each Stockholder being responsible for the surrender of that portion of such excess equal to a fraction, the numerator of which is the number of Exchange Warrants which such Stockholder received upon the Exchange and the denominator of which is the total number of Exchange Warrants which all of the Stockholders received upon the Exchange. In the event any Stockholder is unable to surrender the full number of Exchange Warrants required by the preceding sentence, such Stockholder shall surrender Underlying Stock, or a combination of Exchange Warrants and Underlying Stock (treating that number of shares of Underlying Stock for which one Exchange Warrant is then exercisable as equivalent to one Exchange Warrant). Each Stockholder agrees that it will retain sufficient Exchange Warrants and/or Underlying Stock to meet its obligations under this Section 10(d). In the event any St...
Sample 1
AutoNDA by SimpleDocs

Related to Cancellation of Exchange Warrants and Underlying Stock

  • Options, Rights, Warrants and Convertible and Exchangeable Securities In case the Company shall at any time after the date hereof issue options, rights or warrants to subscribe for shares of Stock, or issue any securities convertible into or exchangeable for shares of Stock, for a consideration per share less than the Exercise Price in effect or the Market Price immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, or without consideration, the Exercise Price in effect immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, as the case may be, shall be reduced to a price determined by making a computation in accordance with the provisions of Section 8.1 hereof; PROVIDED, that:

  • Ordinary Shares Issuable Upon Exercise of Warrants The Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants have been duly authorized and reserved for issuance upon exercise thereof and, when issued and delivered against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such Ordinary Shares (other than such execution (if applicable), countersignature (if applicable) and delivery at the time of issuance) has been duly and validly taken.

  • Stock Warrants Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants shall be granted in accordance with, and subject to the following:

  • Cancellation of Converted Securities All Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09.

  • Issue Warrants Issue warrants for Borrower’s capital stock.

  • Cancellation of Surrendered Warrants All Warrant Certificates surrendered pursuant to Article 3 shall be cancelled by the Warrant Agent and upon such circumstances all such Uncertificated Warrants shall be deemed cancelled and so noted on the register by the Warrant Agent. Upon request by the Corporation, the Warrant Agent shall furnish to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number of Warrants evidenced thereby, the number of Common Shares, if any, issued pursuant to such Warrants and the details of any Warrant Certificates issued in substitution or exchange for such Warrant Certificates cancelled.

  • Cancellation of Warrants In the event the Company shall purchase or otherwise acquire Warrants, the same shall thereupon be cancelled and retired. The warrant agent (if so appointed) shall cancel any Warrant surrendered for exchange, substitution, transfer or exercise in whole or in part.

  • Private Placement Warrants; Forward Purchase Warrants 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

  • Delivery and Registration of Shares of Common Stock TCF Financial’s obligation to deliver shares of Common Stock hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Optionee or any other person to whom such shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other Federal, state, or local securities law or regulation. In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under such Securities Act or other securities law or regulation. TCF Financial shall not be required to deliver any shares upon exercise of the Option prior to (i) the admission of such shares to listing on any stock exchange or system on which the shares of Common Stock may then be listed, and (ii) the completion of such registration or other qualification of such shares under any state or Federal law, rule, or regulation, as the Committee shall determine to be necessary or advisable.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.