Common Stock Warrants. As of September 19, 2008, the Company had the following outstanding warrants: October, 2007 Convertible Notes Financing 10/23/2007 10/22/2012 2,818,181 0.50 January, 2008 Investment Banker Agreement 1/1/2008 12/31/2012 125,000 0.50 February, 2008 Convertible Notes Financing 2/15/2008 2/14/2013 1,515,151 0.50 April, 2008 Bridge Loans Financing 4/2-15/2008 4/1-13/2011 500,000 0.50 April, 2008 Finders Fees 4/14/2008 4/13/2013 62,500 0.50 May, 2008 Investment Banker Fees 5/19/2008 5/18/2013 37,500 0.50 May, 2008 Bridge Loan 5/19/2008 5/18/2011 100,000 0.50 June, 2008 Debt Extensions 6/23/2008 6/22/2011 150,000 0.50 June, 2008 Debt 6/26/2008 6/25/2013 303,030 0.50 July 2008 - Xxxxxx Stock 7/14/2008 7/14/2011 100,000 0.50 July 2008 - Xxxxx Xxxxxx 7/14/2008 7/14/2011 50,000 0.50 August 2008 - H. Xxxx Xxxxxxx 8/8/2008 8/7/2011 100,000 0.50 Total issued Class A Warrants 5,861,362 Supply Agreement 4/16/2008 4/15/2013 100,000 0.75 October, 2007 Convertible Notes Financing 2,818,181 0.75 January, 2008 Investment Banker Financing 125,000 0.75 February, 2008 Convertible Notes Financing 1,515,151 0.75 April, 2008 Bridge Loans Financing 500,000 0.75 April, 2008 Finders Fees 62,500 0.75 May, 2008 Investment Banker Fees 37,500 0.75 May, 2008 Bridge Loan 100,000 0.75 June, 2008 Debt Extensions 150,000 0.75 June, 2008 Debt 303,030 0.75 July 2008 - Xxxxxx Stock 100,000 0.75 July 2008 - Xxxxx Xxxxxx 50,000 0.75 August 2008 - H. Xxxx Xxxxxxx 100,000 0.75 Total issued Class B Warrants 5,861,362
Common Stock Warrants. The Company shall have delivered to Investor Warrants attached as Exhibit E (the "Warrants") entitling Investor to purchase such number of shares of Common Stock (at the price at which the Company first sells any shares of its Common Stock to the public in a registered public offering, the "IPO Price") as equals $2,000,000 U.S. divided by such IPO Price. Such Warrants shall be exercisable only in connection with such initial public offering, shall expire upon completion of such offering, and shall be subject to compliance with applicable securities laws and regulations (including but not limited to the rules and policies of the National Association of Securities Dealers, Inc.). The Company shall use its best efforts to
Common Stock Warrants. Upon the making of each Advance under the Notes, the Company shall issue to each Purchaser a Warrant representing the right to purchase 200 Warrant Shares for each $1,000 principal amount of such Advance, at an exercise price of $.70 per share. Each Warrant shall be exercisable for a period of three years from the date of issuance.
Common Stock Warrants. (a) At the Effective Time, each Common Stock Warrant granted by the Company to purchase shares of Company Common Stock that is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into a warrant to purchase shares of QRI Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the agreements evidencing such Common Stock Warrants).
(i) The number of shares of QRI Common Stock to be subject to the new Warrant shall be equal to the product of the number of shares of Company Common Stock subject to the original Common Stock Warrant and the Conversion Ratio, provided that any fractional shares of QRI Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and
(ii) The exercise price per share of QRI Common Stock under the new Warrant shall be equal to the exercise price per share of Company Common Stock under the original Common Stock Warrant divided by the Conversion Ratio, provided that such exercise price shall be rounded down to the nearest whole cent.
(iii) Except as set forth in clauses (i) and (ii) of this Section 6.10(a), the expiration date and other terms of the new warrant shall be the same as the original warrant except that all references to the Company or any of its subsidiaries shall be deemed to be references to QRI. If and to the extent required by the terms of the Common Stock Purchase Warrants, the Company shall use its reasonable efforts to obtain the consent of each holder of such Warrants to the treatment thereof provided in subparagraph (a) of this Section 6.10.
Common Stock Warrants. During 2006, the Company issued 4,200,000 warrants to an officer under his employment agreement. The Company recognized an expense of $126,435 for the period from inception to December 31, 2006. The Company recorded the fair value of the warrants based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2006, dividend yield of zero, expected volatility of 183%; risk-free interest rates of 4.98%, expected life of one year. The warrants vested immediately. The options expire between 5 and 9 years from the date of issuance and have an exercise price of between $.21 and $.40 per share. During November 2006, the Company and the officer entered into an amendment to the employment agreement whereby all the warrants were retired. NOTE 4 COMMITMENTS AND CONTINGENCIES
Common Stock Warrants. In consideration of the services to be rendered by Advisor pursuant to this Agreement, Advisor shall be entitled to receive as compensation 75,000 shares of the Company’s common stock and 75,000 warrants with an exercise price of $2.00.
Common Stock Warrants. 3 Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Common Stock Warrants. The Company shall issue to the Consultant, as compensation for the Services, Warrants, each in the form attached hereto as Exhibit “B”, to purchase up to an aggregate of nine million shares of common stock of the Company at an exercise price of $1.05 per share, as allocated on Exhibit “C” attached hereto (collectively, the “Warrants”). The Consultant understands and agrees that the Warrants are subject to the vesting conditions set forth therein, including, without limitation, a condition that each such warrant must be approved by the stockholders of the Company in accordance with applicable federal securities laws and regulations and the rules and regulations of any national stock exchange or inter-dealer quotation system on which the Company’s securities are traded.
Common Stock Warrants. At Closing, the Buyer shall issue to Seller (the "Warrant Holder") warrants (the "Warrants") to purchase 2,275,000 shares in the aggregate (the "Shares") of the common stock, par value $0.50 per share, of the Buyer (the "Common Stock"), pursuant to which the Warrant Holder shall have the right to purchase all or any part of the Shares pursuant to the terms of the Warrants as set forth in Exhibit 4-B attached hereto. It is understood and agreed that the issuance of neither the Warrants nor the Shares shall have been registered under the Securities Act of 1933, as amended (the "Act"), and that the Warrant Holder shall agree to execute an investment letter, in the form which is made apart of Exhibit 4-B, prior to the issuance of the Shares. It is agreed that the Warrants shall terminate, and no longer be effective, if Seller terminates this Agreement pursuant to Section 6 of this Agreement.
Common Stock Warrants. The Company will take all necessary and appropriate action so that each Common Stock Warrant outstanding immediately prior to the Effective Time will, effective as of the Effective Time, be terminated and converted into the right to receive, without interest, for each share of Voting Common Stock subject thereto, (A) the Per Share Rights Amount, (B) an amount equal to the excess, if any, of the Per Common Share Closing Consideration over the exercise price per share of such Common Stock Warrant immediately prior to the Effective Time and (C) any Per Common Share Contingent Consideration payable from time to time pursuant to Section 3.4, in each case payable in cash to the holder thereof, subject to applicable Tax withholding. From and after the Effective Time, all Common Stock Warrants will no longer be outstanding and will be automatically cancelled and will cease to exist, and each such warrant will cease to have any rights with respect thereto, except the right to receive (subject to the terms of this Agreement) the consideration with respect to such warrant set forth in this Section 3.1(e)(iii). Within two (2) business days after the execution and delivery of this Agreement, the Company will deliver to each holder of a Common Stock Warrant any notice contemplated by the Common Stock Warrants regarding the Merger and the other transactions contemplated hereby.
