Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 28 contracts
Samples: Exchange Agreement (INVACARE HOLDINGS Corp), Employment Agreement (Volcon, Inc.), Exchange Agreement (SEACOR Marine Holdings Inc.)
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this a Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, stock or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 13 contracts
Samples: Warrant Agreement (APA Corp), Agreement (J.Jill, Inc.), Warrant Agreement (J.Jill, Inc.)
Conditional Exercise. Notwithstanding any other provision hereofof this Warrant, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise)Sale Event, such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 10 contracts
Samples: Exercise Agreement (Alzamend Neuro, Inc.), Exercise Agreement (Hawker Energy, Inc.), Exercise Agreement (Hawker Energy, Inc.)
Conditional Exercise. Notwithstanding any other provision hereofof this Agreement, if an exercise of any portion of this a Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 9 contracts
Samples: Warrant Agreement (Atlas Corp.), Warrant Agreement (Atlas Corp.), Warrant Agreement
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise)an Acquisition, such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 8 contracts
Samples: Common Stock Purchase Warrant (Cytomedix Inc), Catabasis Pharmaceuticals Inc, Catabasis Pharmaceuticals Inc
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 7 contracts
Samples: Membership Interest Purchase Agreement (Biohaven Ltd.), Settlement Agreement and Releases (EVO Transportation & Energy Services, Inc.), Shareholders’ Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion or conversion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise)an Acquisition, such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise or conversion shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 6 contracts
Samples: Invuity, Inc., Invuity, Inc., Invuity, Inc.
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this a Warrant is to be made in connection with a public offering or a sale of the Company Partnership (pursuant to a merger, sale of stockassets, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 5 contracts
Samples: Warrant Agreement (Teekay Offshore Partners L.P.), Warrant Agreement (Teekay Offshore Partners L.P.), Warrant Agreement (Teekay Corp)
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may may, at the election of the Holder Holder, be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 5 contracts
Samples: Registration Rights Agreement (Exco Resources Inc), Exco Resources Inc, Exco Resources Inc
Conditional Exercise. (a) Notwithstanding any other provision hereof, if an exercise of all or any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise)Change in Control, such exercise may may, at the election of the Holder Holder, be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 4 contracts
Samples: WeWork Inc., WeWork Inc., BowX Acquisition Corp.
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, sale of assets or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 4 contracts
Samples: BitNile Holdings, Inc., BitNile Holdings, Inc., VBI Vaccines Inc/Bc
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this a Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 3 contracts
Samples: Registration Rights Agreement (Akumin Inc.), Registration Rights Agreement (Targa Resources Corp.), Warrant Agreement (Targa Resources Corp.)
Conditional Exercise. Notwithstanding any other provision hereof, if If an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale transaction of the Company (including, without limitation, pursuant to a mergerLiquidation Event, sale of stockIPO, SPAC Transaction or otherwise), then such exercise may (at the election of the Holder Holder’s election) be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transactiontransaction (but subject to such consummation).
Appears in 3 contracts
Samples: Industrial Tech Acquisitions II, Inc., Industrial Tech Acquisitions II, Inc., Industrial Tech Acquisitions II, Inc.
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be he made in connection with a public offering or a sale of the Company (pursuant to a merger, sale safe of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 3 contracts
Samples: Biopharma Agreement (Biohaven Pharmaceutical Holding Co Ltd.), Biopharma Agreement (Biohaven Pharmaceutical Holding Co Ltd.), Biopharma Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be made at any time prior to the Expiration Date, including prior to the first (1st) anniversary of the Original Issue Date, and further, may be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 3 contracts
Samples: Exercise Agreement (Midland States Bancorp, Inc.), Exercise Agreement (Midland States Bancorp, Inc.), Plumas Bancorp
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant by the Holder is to be made in connection with a public offering or a sale of the Company Corporation (pursuant to a merger, sale of stockCommon Shares, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 2 contracts
Samples: Shareholders Agreement, Production Marketing Agreement (Sanchez Energy Corp)
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder Warrant Holders be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 2 contracts
Samples: Warrant Agreement (Fat Brands, Inc), Warrant Agreement (Fat Brands, Inc)
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering an IPO or a sale of the Company (pursuant to a merger, sale of stock, or otherwise)an Acquisition, such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 2 contracts
Samples: TELA Bio, Inc., TELA Bio, Inc.
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise)Fundamental Change, such exercise may may, at the election of the Holder Holder, be conditioned upon the consummation of such transaction, in which case case, such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 2 contracts
Samples: Boxed, Inc., Boxed, Inc.
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant by any Holder is to be made in connection with a public offering or a sale of the Company Corporation (pursuant to a merger, sale of stockCommon Shares, or otherwise), such exercise may at the election of the such Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sanchez Energy Corp), Securities Purchase Agreement (Sanchez Energy Corp)
Conditional Exercise. Notwithstanding any other provision hereofhereof to the contrary, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stocksecurities, or otherwise), such exercise may (at the election of the Holder Holder’s election) be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 2 contracts
Samples: Financing Agreement (Wheeler Real Estate Investment Trust, Inc.), Financing Agreement (Wheeler Real Estate Investment Trust, Inc.)
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this any Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 2 contracts
Samples: Warrant Agreement (Molycorp, Inc.), Warrant Agreement (Molycorp, Inc.)
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise)Termination Transaction, such exercise may may, at the election of the Holder Holder, be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such the transaction.
Appears in 2 contracts
Samples: Wowio, Inc., Wowio, Inc.
Conditional Exercise. Notwithstanding any other provision hereofof this Warrant, if an the exercise of all or any portion of this Warrant is to be made in connection with a registered public offering or offering, a sale of the Company (pursuant to a merger, sale of stock, or otherwise)any other transaction or event, such exercise may may, at the election of the Holder Registered Holder, be conditioned upon the consummation of such transaction, transaction or event in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transactiontransaction or event.
Appears in 1 contract
Samples: InfoSearch Media, Inc.
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Warrant Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 1 contract
Samples: Warrant Agreement (Fat Brands, Inc)
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public an offering of the Warrant Shares or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.. (h)
Appears in 1 contract
Samples: Ambac Financial Group Inc
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering of any securities of the Company or a sale of the Company or substantially all of the Company’s assets (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 1 contract
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is required to be made in connection with a public offering or offering, a sale Sale of the Company (pursuant to a merger, sale of stock, or otherwise), or any other event, such exercise may at the election of the Holder be conditioned upon the consummation of such transactiontransaction or event, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transactionevent.
Appears in 1 contract
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), then such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 1 contract
Samples: Registration Rights Agreement (Brickell Biotech, Inc.)
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, stock or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 1 contract
Samples: NXT-Id, Inc.
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company Partnership (pursuant to a merger, sale of stockunits, or otherwise)) or a sale of Common Units pursuant to a registered offering under the Securities Act, such exercise may at the election of the Holder be conditioned upon the consummation of such transactiontransaction or registered offering, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transactiontransaction or registered offering.
Appears in 1 contract
Samples: Registration Rights Agreement (USA Compression Partners, LP)
Conditional Exercise. Notwithstanding any other provision hereofof this Warrant, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a mergerSale Event, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such the transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such the transaction.
Appears in 1 contract
Samples: Hawker Energy, Inc.
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction..
Appears in 1 contract
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.. CPAM: 9910021.10 EXHIBIT D-1
Appears in 1 contract
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, combination, tender offer, sale of stock, sale of assets, business combination with a special purpose acquisition company or other blank-check company or otherwise), such exercise may may, at the election of the Holder Holder, be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 1 contract
Samples: Stock and Warrant Purchase Agreement (Terran Orbital Corp)
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.. CPAM: 9910021.10 EXHIBIT D-3
Appears in 1 contract
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, sale of assets or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 1 contract
Samples: Credit Agreement and Guaranty (VBI Vaccines Inc/Bc)
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, sale of assets or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.. (h)
Appears in 1 contract
Samples: Perceptive Advisors LLC
Conditional Exercise. Notwithstanding any other provision hereofhereof and subject to the Exercise Period, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 1 contract
Samples: Purchase Warrant Agreement (Biosecurity Technology, Inc.)
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stockCommon Shares, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction and the Exercise Date shall be deemed to be the date of consummation of such transaction.
Appears in 1 contract
Samples: Warrant Purchase Agreement (F45 Training Holdings Inc.)
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise)) or similar transaction, such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (Property Solutions Acquisition Corp.)
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stocksecurities or assets, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 1 contract
Samples: Stock Redemption Agreement (Ngen Technologies Holdings Corp.)
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or offering, a sale of the Company (pursuant to a merger, sale of stock, or otherwise)) or other transaction, such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 1 contract
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale an Acquisition of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 1 contract
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is required to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), or any other transaction involving the Company, such exercise may at the election of the Holder be conditioned upon the consummation of such transactiontransaction or event, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transactionevent.
Appears in 1 contract
Samples: Warrant Purchase Agreement (ADESTO TECHNOLOGIES Corp)
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company Partnership (pursuant to a merger, sale of stockunits, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
Appears in 1 contract