Commitment Warrant Sample Clauses

Commitment Warrant. (a) In consideration for the Backstop Commitment, and contingent upon closing the Rights Offering (but regardless of whether all or any portion of the Backstop Commitment is funded), the Company will issue to the Backstop Investor the right to purchase a minimum of 750,000 shares of Common Stock (the “Commitment Warrant”). The Commitment Warrant will have an exercise price equal to [ ], will have a term of five (5) years and will not be exercisable for a period of 180 days of the date of this Agreement. The Commitment Warrant will otherwise be substantially in the form of warrants issued by the Company to the Backstop Investor pursuant to the Warrant Exercise Agreement. The form of Commitment Warrant is attached hereto as Exhibit A and incorporated herein by this reference.
Sample 1
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Commitment Warrant. Exercise Price is equal to one hundred and twenty percent (120%) of the lower of: (i) the lowest closing VWAP of the fifteen (15) trading days immediately preceding the First Closing Notice; or (ii) the lowest closing VWAP of the fifteen (15) trading days immediately preceding the signing of the Term Sheet, having regard for any adjustments made in accordance with the terms of the Commitment Warrants and provided that under no circumstances shall the Commitment Warrant Exercise Price be less than the minimum price permitted under applicable law or the rules of any exchange on which the Common Shares are listed for trading, which is presently the CSE;
Sample 1Sample 2
Commitment Warrant. In partial consideration hereof, contemporaneously herewith, the Company shall issue and deliver to Investor or its designated assignees, a warrant (the "Commitment Warrant") in the form attached hereto as EXHIBIT U, or such other form as agreed upon by the parties, to purchase 500,000 shares of Common Stock. The Commitment Warrant shall be immediately exercisable in accordance with its terms, conditions and limitations, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. The Investment Commitment Opinion of Counsel shall cover the issuance of the Commitment Warrant and the issuance of the common stock upon exercise of the Commitment Warrant. Notwithstanding any Termination or Automatic Termination of this Agreement, regardless of whether or not the Registration Statement is or is not filed, and regardless of whether or not the Registration Statement is approved or denied by the SEC, the Investor shall retain full ownership of the Commitment Warrant as partial consideration for its commitment hereunder.
Sample 1
Commitment Warrant. Exercise Price is equal to one hundred and twenty percent (120%) of the lowest closing VWAP of the ten (10) trading days immediately preceding the First Closing Date (rounded down to the nearest 1/100th), provided that under no circumstances shall the Commitment Warrant Exercise Price be less than the minimum price permitted under applicable law or the rules of any exchange on which the Common Shares of the Corporation are listed for trading;
Sample 1
Commitment Warrant. Borrower shall issue Lender a fully vested five-year warrant (the “Commitment Warrant”) at the Closing in the form of Exhibit B attached hereto, to purchase 500,000 shares of Common Stock at an exercise price per share equal to the average of the Common Stock’s closing price on The Nasdaq Capital Market for the 20 trading-day period ending February 6, 2009, or $1.376 per share.
Sample 1
Commitment Warrant. In consideration of the Facility B Commitment, the Borrower agrees to grant to the Bank on the Closing Date warrants to purchase 55,000 shares of the common stock of the Borrower on the terms and conditions set forth in the Warrantholders Rights Agreement and as evidenced by the Warrants.
Sample 1
Commitment Warrant. On the Execution Date, the Company shall issue to the Investor, a four (4) year warrant ("COMMITMENT WARRANT") to purchase 500,000 Shares with an exercise price equal to the lesser of (x) 110% of the average closing bid price for the thirty (30) Trading Days immediately preceding the Execution Date or (y) 110% of the closing bid price on the 180th calendar day following the Execution Date (or the next Trading Day if such date is not a Trading Day) or (z) 110% of the closing bid price on the 365th calendar day following the Execution Date (or the next Trading Day if such date is not a Trading Day). The Warrant will be exercisable anytime after its issuance and will be exercisable on a cash basis only. Any portion of the Warrant that is exercised will not be entitled to a reset at a lower price. The Common Stock underlying the Commitment Warrant shall be included in the Registration Statement.
Sample 1
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Related to Commitment Warrant

  • Replacement Warrants If any mutilated Warrant is surrendered to the Warrant Agent or the Company and the Warrant Agent receives evidence to its satisfaction of the destruction, loss or theft of any Warrant, the Company shall issue and the Warrant Agent, upon receipt of a Warrant Countersignature Order, shall countersign a replacement Warrant if the Warrant Agent's requirements are met. If required by the Warrant Agent or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Warrant Agent and the Company to protect the Company, the Warrant Agent, any Agent and any agent for purposes of the countersignature from any loss that any of them may suffer if a Warrant is replaced. The Company may charge for its expenses in replacing a Warrant. Every replacement Warrant is an additional warrant of the Company and shall be entitled to all of the benefits of this Warrant Agreement equally and proportionately with all other Warrants duly issued hereunder.

  • Commitment Shares In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Date, one or more certificate(s) or book-entry statement(s) representing the Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor in the manner specified in Section 7.1(iii). For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing Date regardless of whether any VWAP Purchases are issued by the Company or settled hereunder or any termination of this Agreement. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate or book-entry statement representing the Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement.

  • Private Placement Warrants 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:

  • Issuance of Commitment Shares Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 1,181,102 shares of Common Stock (the "Initial Commitment Shares") and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 1,181,102 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Four Million Nine Hundred Thousand Dollars ($4,900,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 Business Days (30 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), or (ii) if an Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, the Investor may transfer Commitment Shares to a third party in order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor under this Agreement so long as the Investor maintains ownership of the amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

  • 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:

  • Outstanding Warrants The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company holds the Warrant. If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.

  • Lost Warrants The Company represents and warrants to the Holder hereof that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant, the Company, at its expense, will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.

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