Common Stock Warrant. Upon execution of this agreement, Company shall grant to Consultant a common stock warrant (the “Warrant”) entitling Consultant to purchase up to 300,000 shares of common stock of Company at $3.00 per share. The Warrant expires on September 30, 2029 and is freely assignable in whole or in part by Consultant. Said Warrant to contain a mutually acceptable blocker clause limiting the Consultant’s ability to at any time acquire more than 4.9% of the Company’s common stock without the Company’s written approval. On each anniversary of this Agreement prior to the Expiration Date, Company shall further grant to the Consultant an additional common stock warrant (“Anniversary Warrant Grant”) (which together with the original Warrant shall be known as the “Warrants”), entitling the Consultant to purchase that number of shares of Company Common Stock which is equal to 1% of the sum of (a) the number of then outstanding shares of Company Common Stock, plus (b) the number of shares of Company Common Stock underlying then outstanding warrants, options and other derivative rights for the purchase of Company Common Stock which are at that time both immediately exercisable and in the money. The exercise price of each such Anniversary Warrant shall be equal to the average closing price over the twenty consecutive trading days immediately preceding the Anniversary. Each Warrant shall be fully exercisable immediately, shall have a term of ten years, and shall be freely assignable in whole or in part by Consultant. Concurrent with the execution of this Agreement and concurrent with the issuance of any Anniversary Warrant Grants, the parties shall prepare or cause to be prepared, execute and deliver to each other a mutually acceptable form of Common Stock Warrant Agreement representing Company’s grant of all warrants described in the foregoing. The agreement shall contain customary terms and conditions, including without limitation provisions for cashless exercise. Company shall have reserved from shares of its common stock held in treasury or from authorized and unissued shares of its common stock, or from a combination of the two, a sufficient number of shares of common stock to support the exercise of the Warrants in full, and prior to delivery of the Warrants, Company shall have taken all steps necessary to assure that such shares, upon issuance in connection with the exercise of the relevant Warrant, will constitute duly authorized, fully-paid, non-assessable, validly issu...
Common Stock Warrant. The Company shall have delivered the Warrants to each Purchaser, contingent on the closing of the offering contemplated hereby.
Common Stock Warrant. On the Closing Date, the Company -------------------- shall issue to the Investors the Common Stock Warrants in the form attached hereto as Exhibit B. The Common Stock underlying the Common Stock Warrants shall --------- be registered in the Registration Statement referred to in the Registration Rights Agreement.
Common Stock Warrant. The Issuer shall have executed and delivered to the Escrow Agent the Warrant and the Transfer Agent Letter, each as related to the Units being purchased by Buyer at such Closing.
Common Stock Warrant. (v) The Holder has had an opportunity to discuss the Company’s business, management and financial affairs with its management and an opportunity to review the Company’s facilities. The Holder understands that such discussions, as well as the written information issued by the Company, were intended to describe the aspects of the Company’s business and prospects which it believes to be material but were not necessarily a thorough or exhaustive description.
Common Stock Warrant. Upon execution and delivery of this Agreement by the Parties, DNA shall issue a warrant to RN to purchase Two Hundred Twenty Two Thousand Nine Hundred Ninety Eight (222,998) shares of common stock of DNA, and shall issue a warrant to Rolling Stone LLC to purchase Two Hundred One Thousand and Three Hundred Ninety Eight (201,398) shares of common stock of DNA. DNA hereby represents and warrants that Four Hundred Twenty Four Thousand Three Hundred Ninety Six (424,396) shares represents two percent (2%) of the outstanding securities of DNA on a fully-diluted, as-converted basis immediately following the closing of DNA’s convertible debt-offering on March 19, 2004. The warrants shall be in the forms attached hereto as Exhibits B-1 and B-2.
Common Stock Warrant. 1.10 Company......................................................................................
Common Stock Warrant. At the Closing and subject to the provisions of Article 6, the Purchaser shall deliver to Seller Parent's Common Stock Warrant (the "Warrants") in the form of Exhibit A hereto entitling Seller to purchase 100,000 shares of Parent's common stock ("Parent's Common Stock").
Common Stock Warrant. Buyer covenants that it will at all times reserve and keep available such number of authorized shares of its Buyer Common Stock, free from all preemptive rights with respect thereto, which will be sufficient to permit the exercise of the Common Stock Warrants for the full number of shares of Common Stock specified therein. The shares of Common Stock of Buyer to be issued upon exercise of the Common Stock Warrants have been duly authorized by all necessary corporate action on the part of Buyer, and, when issued and delivered by Buyer upon exercise of the Common Stock Warrants, will be duly and validly issued, fully-paid and non-assessable shares of Common Stock. The Shareholders will acquire valid and marketable title to the Buyer Common Stock issued upon exercise of any Common Stock Warrant, free and clear of any and all taxes, liens, charges and Encumbrances. 6.
Common Stock Warrant. Elephant Talk Communications Corp. (the “Company”), for value received, hereby certifies that _______________ or its registered assigns (the “Registered Holder”), is entitled, subject to the terms of this Common Stock Warrant (the “Warrant”) set forth below, to purchase from the Company, at any time after the date hereof and on or before five (5) years from date of issue (the “Expiration Date”), up to _________ shares (as adjusted from time to time pursuant to the provisions of this Warrant) of common stock of the Company, no par value per share (the “Common Stock”), at a per share exercise price (the “Exercise Price”) equal to Forty-Five Cents ($.45) (subject to adjustment as set forth in Section 2) pursuant to that certain Private Placement Memorandum dated December 2, 2015, as amended or supplemented from time to time (the “Memorandum”). This Warrant is one of a series of warrants of like tenor that are being issued in connection with the Company’s private offering to select, accredited investors of units. Each unit is comprised of (a) One (1) 9% convertible promissory note (the “Notes”) in the principal amount of $30,000, which shall be convertible into shares (the “Note Shares”) of Common Stock of the Company, $.00001 par value, (the “Common Stock”) at a conversion price of $.30 per share and (b) a five-year warrant (“Warrant”) to purchase One Hundred Thousand (100,000) shares of our Common Stock (the “Warrant Shares”), at the Exercise Price. Capitalized terms used herein but not defined herein shall have the meaning ascribed to it in the Memorandum
