Default Warrants Sample Clauses

Default Warrants. In the event that the registration statement required to be filed pursuant to Section 2 hereof shall either (a) not be filed within 30 days from the date hereof (the "Filing Default date"), or (b) not be declared effective by the SEC within 90 days from the date hereof or, if earlier, within 5 days after the date on which the Company shall receive clearance from the SEC to request acceleration of the effectiveness of such registration statement (the "Registration Default Date"), the Company shall issue and deliver, free of charge and without cost, to each of the Holders (i) within 10 days of the Filing Default Date and/or the Registration Default Date, as applicable, warrants, in the form annexed hereto as Exhibit A, to purchase a number of shares of Common Stock equal to 5% of the number of shares of Common stock purchased by each such Holder (or such Holder's predecessor in interest) in the Offering and (ii) within 10 days of the last date of each additional 30-day period in which such registration statement shall not have been filed and/or declared effective by the SEC, additional warrants, in the form annexed hereto as Exhibit A, to purchase a number of shares of Common Stock equal to 5% of the number of shares of Common Stock purchased by each such Holder (or such Holder's predecessor in interest) in the Offering. The exercise price of such warrants, as well as the number of shares of Common Stock for which each of such warrants shall initially be exercisable, shall be appropriately adjusted, in the same manner as set forth in Section 6 of such warrants, to reflect dilutive events which shall occur after the date hereof and prior to the issuance of such warrants. Any and all shares of Common Stock issued by the Company upon the exercise of any warrants delivered pursuant to this Section 8 shall constitute "Registrable Securities," and the Company shall be required to register them under the Securities Act in accordance with the provisions of this Agreement.
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Default Warrants. 3 SECTION 2A. Reset of Exercise Price of Initial Warrants................................ 3 (a) Series A Warrants.......................................................... 3 (b) Series B Warrants.......................................................... 3
Default Warrants. If the Series B Notes (including all accrued and unpaid interest and fees thereon) are not paid in full on or prior to September 30, 1998, then commencing on September 30, 1998 and on the last day of each calendar month thereafter until such time as the Series B Notes shall have been so paid in full, the Company will deliver to the holders of the Series B Notes Default Warrants for 32,000 Common Shares. If the Series A Notes (including all accrued and unpaid interest and fees thereon) are not paid in full on or prior to December 31, 1998, then commencing on December 31, 1998 and on the last day of each calendar month thereafter until such time as the Series A Notes shall have been so paid in full, the Company will deliver to the holders of the Series A Notes Default Warrants for 70,000 Common Shares.
Default Warrants. If the Company fails to pay the interest and principal on the Notes on or before March 15, 2003 then, on March 16, 2003, and, unless all interest and principal on the Notes has been paid by such date, on each June 16, September 16, December 16 and March 16 thereafter, the Company shall issue to each Purchaser (or its designee reasonably acceptable to the Company) class A warrants ("Default Warrants") to purchase a number of shares of Common Stock equal to the quotient of (i) the outstanding principal amount of Notes held by such Purchaser, divided by (ii) thirty (30), at an exercise price of $2.50 per share of Common Stock, subject to adjustment for stock splits, reverse stock splits and similar recapitalizations.
Default Warrants. The Default Warrants will grant the Investors the right to purchase up to a number of shares of the Company's Common Stock equal to 50% of the outstanding common. Warrants with respect to at least 25% of the Company's outstanding Common Stock will be issued at the Initial Closing, provided that the Funding Amount is not less than $250,000. Warrants with respect to an additional 25% of the Company's outstanding common stock will be issued at the next Closing at which the Funding Amount, together with all other Funding Amounts, exceeds $1,000,000. Default Warrants shall be allocated among the Investors on a pro rata basis based upon each Investor's Funding Amount. For these purposes "outstanding Common Stock" will include all outstanding Common Stock of the Company and Common Stock equivalents that are convertible into and exercisable for common stock of the Company at the then current market price or an exercise price not more that 20% above the then current market price.
Default Warrants. PDMC agrees and acknowledges that each of the Amsterdam Default Warrant, the Amsterdam Series A Default Warrant, the Lapoxx Xxxault Warrant and the Lapoxx XXX Xxxault Warrant (collectively, the "Default Warrants") has been effective since January 1, 1997 and that no further action whatsoever is required in order to render the Default Warrants, or any of them, effective. PDMC further agrees that, effective immediately and without need for further action, the "Exercise Price", as such term is defined in each of the Default Warrants, is reduced from Ten United States Cents ($0.10) per Share (as such term is defined in the Default Warrants) to One United States Cent ($0.01)

Related to Default Warrants

  • Conversion Shares Issuable Upon Conversion of Principal Amount The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price.

  • 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.

  • 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.

  • Default Not Exceeding 10% of Firm Securities or Option Securities If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Securities or the Option Securities, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Securities or Option Securities with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Securities or Option Securities that all Underwriters have agreed to purchase hereunder, then such Firm Securities or Option Securities to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • Placement Warrants The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and, when issued in accordance with the terms of the Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

  • Default Not Exceeding 10% of Firm Shares or Option Shares If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • 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: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

  • Exclusion of Private Placement Warrants The Company agrees that (a) the redemption rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor or its Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 hereof shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor or its Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4 hereof. Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants and shall become Public Warrants under this Agreement, including for purposes of Section 9.8 hereof.

  • Terms of the Units and Placement Warrants 8.1 The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be subject to transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement and (iii) the Units and component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available. 8.2 Subscriber agrees to vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described in the Registration Statement.

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