Exercise of Original Warrants. (a) The Company and the Holder hereby agree that the Holder shall immediately exercise the Original Warrants with respect to the number of Warrant Shares set forth on the Holder’s signature page hereto at an exercise price per share equal to $2.75 per ADS, pursuant to the terms of the Original Warrants (the “Warrant Exercise”). Notwithstanding anything herein to the contrary, in the event that the Warrant Exercise would otherwise cause the Holder to exceed the beneficial ownership limitation (the “Beneficial Ownership Limitation”) in the Original Warrants, the Company shall only issue such number of Warrant Shares to the Holder (as instructed in writing by the Holder) that would not cause such Holder to exceed the maximum number of Warrant Shares permitted thereunder with the balance to be held in abeyance until the balance (or portion thereof) may be issued in compliance with such beneficial ownership limitations. Holder shall provide written notice to the Company promptly when any additional Warrant Shares may be issued in compliance with the Beneficial Ownership Limitation. The balance of the Warrant Shares shall be issued when the Holder provides notice that the Holder holds less than the Beneficial Ownership Limitation via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) no later than the 2nd Trading Day following the date of such notice. (b) Upon satisfaction of the covenants and conditions set forth in Section 2.3 but no later than the 2nd Trading Day following the date hereof, the closing shall occur at the offices of A.G.P./Alliance Global Partners (the “Placement Agent”) or such other location as the parties shall mutually agree. The Holder shall deliver the aggregate cash exercise price for such exercise of the Original Warrants to the bank account set forth on the Company’s signature page hereto within two (2) Trading Days following the date hereof and the Company shall deliver the Warrant Shares to the Holder via the DWAC pursuant to the terms of the Original Warrant, but pursuant to instructions set forth on the Holder’s signature page hereto. The date of the closing of the exercise of the Original Warrant shall be referred to as the “Closing Date”.
Appears in 1 contract
Samples: Warrant Exercise Agreement (Cellect Biotechnology Ltd.)
Exercise of Original Warrants. (a) The Company and the Holder hereby agree that the Holder shall immediately exercise the Original Warrants with respect to the number of Warrant Shares set forth on the Holder’s 's signature page hereto at an exercise price per share equal to $2.75 2.00 per ADS, pursuant to the terms of the Original Warrants (the “Warrant Exercise”). Notwithstanding anything herein to the contrary, in the event that the Warrant Exercise would otherwise cause the Holder to exceed the beneficial ownership limitation (the “Beneficial Ownership Limitation”) in the Original Warrants, the Company shall only issue such number of Warrant Shares to the Holder (as instructed in writing by the Holder) that would not cause such Holder to exceed the maximum number of Warrant Shares permitted thereunder with the balance to be held in abeyance until the balance (or portion thereof) may be issued in compliance with such beneficial ownership limitations. Holder shall provide written notice to the Company promptly when any additional Warrant Shares may be issued in compliance with the Beneficial Ownership Limitation. The balance of the Warrant Shares shall promptly be issued when the Holder provides notice that the Holder holds less than the Beneficial Ownership Limitation via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) no later than the 2nd Trading Day following the date of such noticeLimitation.
(b) Upon satisfaction of the covenants and conditions set forth in Section 2.3 but no later than the 2nd Trading Day Days following the date hereof, the closing shall occur at the offices of A.G.P./Alliance Global Partners X.X. Xxxxxxxxxx & Co., LLC (the “Placement Agent”) or such other location as the parties shall mutually agree. The Holder shall deliver Unless otherwise directed by the aggregate cash exercise price for such exercise Placement Agent, settlement of the Original Warrants to the bank account set forth Warrant Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Company’s signature page hereto within two (2) Trading Days following the date hereof and Closing Date, the Company shall deliver issue the Warrant Shares ADSs registered in the Holders’ names and addresses and released by the Depositary directly to the Holder via account(s) at the DWAC pursuant Placement Agent identified by each Holder; upon receipt of such ADSs, the Placement Agent shall promptly electronically deliver such ADSs to the terms of applicable Holder, and payment therefor shall be made by the Original Warrant, but pursuant Placement Agent (or its clearing firm) by wire transfer to instructions set forth on the Holder’s signature page heretoCompany). The date of the closing of the exercise of the Original Warrant Warrants shall be referred to as the “Closing Date”.
(c) Within two (2) Trading Days of the Closing Date, the Company shall issue to the Holder New Warrants to purchase such number of New Warrant Shares as follows: A warrant to purchase Ordinary Shares represented by American Depositary Shares exercisable into a number of ADSs equal to 120% of the number of Warrant Shares received by the Holder upon such applicable exercise of the Original Warrants with an exercise price equal to $2.00, a term commencing on the Closing Date and ending five (5) years following the effectiveness of an initial resale registration statement to be filed by the Company registering the ADSs issuable upon the exercise of the warrants, in the form attached hereto as Exhibit A.
Appears in 1 contract
Samples: Warrant Exercise Agreement (Can-Fite BioPharma Ltd.)
Exercise of Original Warrants. (a) The Company and the Holder hereby agree that the Holder shall immediately exercise the Original Warrants with respect to the number of Warrant Shares set forth on the Holder’s signature page hereto at an exercise price per share equal to $2.75 3.25 per ADS, pursuant to the terms of the Original Warrants (the “Warrant Exercise”). Notwithstanding anything herein to the contrary, in the event that the Warrant Exercise would otherwise cause the Holder to exceed the beneficial ownership limitation (the “Beneficial Ownership Limitation”) in the Original Warrants, the Company shall only issue such number of Warrant Shares to the Holder (as instructed in writing by the Holder) that would not cause such Holder to exceed the maximum number of Warrant Shares permitted thereunder with the balance to be held in abeyance until the balance (or portion thereof) may be issued in compliance with such beneficial ownership limitations. Holder shall provide written notice to the Company promptly when any additional Warrant Shares may be issued in compliance with the Beneficial Ownership Limitation. The balance of the Warrant Shares shall promptly be issued when the Holder provides notice that the Holder holds less than the Beneficial Ownership Limitation via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) no later than the 2nd Trading Day following the date of such noticeLimitation.
(b) Upon satisfaction of the covenants and conditions set forth in Section 2.3 but no later than the 2nd Trading Day Days following the date hereof, the closing shall occur at the offices of A.G.P./Alliance Global Partners X.X. Xxxxxxxxxx & Co., LLC (the “Placement Agent”) or such other location as the parties shall mutually agree. The Holder shall deliver Unless otherwise directed by the aggregate cash exercise price for such exercise Placement Agent, settlement of the Original Warrants to the bank account set forth Warrant Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Company’s signature page hereto within two (2) Trading Days following the date hereof and Closing Date, the Company shall deliver issue the Warrant Shares ADSs registered in the Holders’ names and addresses and released by the Depositary directly to the Holder via account(s) at the DWAC pursuant Placement Agent identified by each Holder; upon receipt of such ADSs, the Placement Agent shall promptly electronically deliver such ADSs to the terms of applicable Holder, and payment therefor shall be made by the Original Warrant, but pursuant Placement Agent (or its clearing firm) by wire transfer to instructions set forth on the Holder’s signature page heretoCompany). The date of the closing of the exercise of the Original Warrant Warrants shall be referred to as the “Closing Date”.
(c) Within two (2) Trading Days of the Closing Date, the Company shall issue to the Holder New Warrants to purchase such number of New Warrant Shares as follows: A warrant to purchase Ordinary Shares represented by American Depositary Shares exercisable into a number of ADSs equal to 100% of the number of Warrant Shares received by the Holder upon such applicable exercise of the Original Warrants with an exercise price equal to $3.45, a term of exercise equal to five and one-half (5.5) years commencing on the Closing Date, in the form attached hereto as Exhibit A.
Appears in 1 contract
Samples: Warrant Exercise Agreement (Can-Fite BioPharma Ltd.)
Exercise of Original Warrants. (a) The Company and the Holder hereby agree that the Holder shall immediately exercise the Original Warrants with respect to the number of Total Issuable Warrant Shares set forth on the Holder’s signature page hereto at an exercise price per share equal to $2.75 per ADS0.02, pursuant to the terms of the Original Warrants (the “Warrant Exercise”). Notwithstanding anything herein to the contraryforegoing, (i) in the event that the Warrant Exercise would otherwise cause the Holder to exceed the beneficial ownership limitation (the “Beneficial Ownership Limitation”) in Limitation or the Original WarrantsIssuable Maximum, the Company shall only issue such number of Warrant Shares to the Holder (as instructed in writing by the Holder) that would not cause such Holder to exceed the maximum number of Warrant Shares permitted thereunder with the balance to be held in abeyance until the balance thereunder, and (or portion thereofii) may be issued in compliance with such beneficial ownership limitations. Holder shall provide written notice to the Company promptly when any additional extent that the Total Issuable Warrant Shares may not be issued in compliance with the Beneficial Ownership Limitation. The balance of the Warrant Shares shall be issued when the Holder provides notice that the Holder holds less than pursuant to the Beneficial Ownership Limitation via The Depository Trust and the Issuable Maximum, the Company Deposit or Withdrawal at Custodian system (“DWAC”) no later than shall issue the 2nd Trading Day following Holder Series F Warrants to purchase that number of shares of Common Stock equal to the date difference between the Total Issuable Warrant Shares and the actual number of Warrant Shares issued to the Holder hereunder. Upon the occurrence of the Warrant Exercise and/or issuance of the Series F Warrants pursuant to this Section 2.1(a), the Original Warrants shall be cancelled and such noticecancellation shall be reflected accordingly on the Warrant Register.
(b) Upon satisfaction of the covenants and conditions set forth in Section 2.3 but no later than the 2nd Trading Day following the date hereof, the closing shall occur at the offices of A.G.P./Alliance Global Partners (the “Placement Agent”) or such other location as the parties shall mutually agree. The Holder shall execute and deliver the aggregate cash exercise price for such exercise of the Original Warrants (which amount shall be reduced by $0.001 for each Series F Warrant Share underlying any Series F Warrants being issued to the Holder hereunder) to the bank account set forth on the Company’s signature page hereto within two (2) Trading Days following after the date hereof of this Agreement, and the Company shall deliver the Warrant Shares to and the Holder via Series F Warrants, registered in the DWAC pursuant to the terms name of the Original Warranteach Holder, but pursuant to instructions set forth on the Holder’s signature page hereto. The date of the closing of the exercise of the Original Warrant Warrants shall be referred to as the “Closing Date”.
(c) On the Closing Date, the Company shall issue to the Holder Series E Warrants to purchase such number of Series E Warrant Shares as follows:
Appears in 1 contract
Samples: Warrant Exercise Agreement (ReShape Lifesciences Inc.)
Exercise of Original Warrants. (a) The Company and the Holder hereby agree that the Holder shall immediately exercise the Original Warrants with respect to the number of Warrant Shares set forth on the Holder’s 's signature page hereto at an the exercise price per share equal to $2.75 per ADS2.65, pursuant to the terms of the Original Warrants (the “Warrant Exercise”). Notwithstanding anything herein to the contrary, in the event that the Warrant Exercise would otherwise cause the Holder to exceed the beneficial ownership limitation (the “Beneficial Ownership Limitation”) in the Original Warrants, the Company shall only issue such number of Warrant Shares to the Holder (as instructed in writing by the Holder) that would not cause such Holder to exceed the maximum number of Warrant Shares permitted thereunder with the balance to be held in abeyance until the balance (or portion thereof) may be issued in compliance with such beneficial ownership limitations. Holder shall provide written notice to the Company promptly when any additional Warrant Shares may be issued in compliance with the Beneficial Ownership Limitation. The balance of the Warrant Shares shall promptly be issued when the Holder provides notice that the Holder holds less than the Beneficial Ownership Limitation via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) no later than the 2nd Trading Day following the date of such noticeLimitation.
(b) Upon satisfaction of the covenants and conditions set forth in Section 2.3 but no later than the 2nd Trading Day following the date hereof, the closing shall occur at the offices of A.G.P./Alliance Global Partners (the “Placement Agent”) or such other location as the parties shall mutually agree. The Holder shall execute and deliver the aggregate cash exercise price for such exercise of the Original Warrants to the bank account set forth on the Company’s signature page hereto within two (2) Trading Days following business days after notice from the date hereof Company that the conditions set forth in Section 2.3 have been met and the Company shall deliver the Warrant Shares to the Holder via the DWAC Depository Trust Company Deposit or Withdrawal at Custodian system pursuant to the terms of the Original WarrantWarrants, but pursuant to instructions set forth on the Holder’s signature page hereto. The date of the closing of the exercise of the Original Warrant Warrants shall be referred to as the “Closing Date”.
(c) On the Closing Date, the Company shall issue to the Holder New Warrants to purchase such number of New Warrant Shares as follows:
(i) a Common Stock purchase warrant exercisable into a number of shares of Common Stock equal to 100% of the number of Warrant Shares received by the Holder upon such applicable exercise of the Original Warrants with an exercise price equal to $2.65, a term of exercise equal to 5 years and otherwise in the form of the Original Warrant; and
(ii) a Common Stock purchase warrant exercisable into a number of shares of Common Stock equal to 200% of the number of Warrant Shares received by the Holder upon such applicable exercise of the Original Warrants with an exercise price equal to $2.65, a term of exercise equal to 7 months and otherwise in the form of the Original Warrant.
Appears in 1 contract
Samples: Warrant Exercise Agreement (Stellar Biotechnologies, Inc.)
Exercise of Original Warrants. (a) The Company and the Holder hereby agree that the Holder shall immediately exercise the Original Warrants with respect to the number of Warrant Shares set forth on the Holder’s signature page hereto at an exercise price per share equal to $2.75 0.84 per ADSshare, pursuant to the terms of the Original Warrants (the “Warrant Exercise”). Notwithstanding anything herein to the contrary, in the event that the Warrant Exercise would otherwise cause the Holder to exceed the beneficial ownership limitation (the “Beneficial Ownership Limitation”) in the Original Warrants, the Company shall only issue such number of Warrant Shares to the Holder (as instructed in writing by the Holder) that would not cause such Holder to exceed the maximum number of Warrant Shares permitted thereunder with the balance to be held in abeyance until the balance (or portion thereof) may be issued in compliance with such beneficial ownership limitations. Holder shall provide written notice to the Company promptly when any additional Warrant Shares may be issued in compliance with the Beneficial Ownership Limitation. The balance of the Warrant Shares shall be issued to the Holder when the Holder provides notice that the Holder holds less than the Beneficial Ownership Limitation via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) no later than the 2nd Trading Day Days following the date of such notice.
(b) Upon satisfaction of the covenants and conditions set forth in Section 2.3 but no later than the 2nd Trading Day Days following the date hereof, the closing shall occur at the offices of A.G.P./Alliance Global Partners X.X. Xxxxxxxxxx & Co., LLC (the “Placement Agent”) or such other location as the parties shall mutually agree. The Holder shall deliver the aggregate cash exercise price for such exercise of the Original Warrants to the bank account set forth on the Company’s signature page hereto within two (2) Trading Days following the date hereof and the Company shall deliver the Warrant Shares to the Holder via the DWAC pursuant to the terms of the Original WarrantWarrants, but pursuant to instructions set forth on the Holder’s signature page hereto. The date of the closing of the exercise of the Original Warrant Warrants shall be referred to as the “Closing Date”.
(c) Within two (2) Trading Days of the Closing Date, the Company shall issue to the Holder New Warrants to purchase such number of New Warrant Shares as follows: A warrant to purchase shares of Common Stock exercisable into a number of shares of Common Stock equal to 100% of the number of Warrant Shares received by the Holder upon such applicable exercise of the Original Warrants with an exercise price equal to $0.72, a term of exercise equal to five and one-half (5.5) years commencing on the Closing Date, in the form attached hereto as Exhibit A.
Appears in 1 contract
Samples: Warrant Exercise Agreement (Novus Therapeutics, Inc.)
Exercise of Original Warrants. (a) The Company and the Holder hereby agree that the Holder shall immediately exercise (i) the Original September 2019 Warrants with respect to the number of Warrant Shares set forth on the Holder's signature page hereto at an exercise price per share equal to $0.77 per share, and (ii) the March 2018 Warrants with respect to the number of Warrant Shares set forth on the Holder’s signature page hereto at an exercise price per share equal to $2.75 1.02 per ADSshare, pursuant to the terms of the Original Warrants (the “Warrant Exercise”). Notwithstanding anything herein to the contrary, in the event that the Warrant Exercise would otherwise cause the Holder to exceed the beneficial ownership limitation (the “Beneficial Ownership Limitation”) as provided in the Original WarrantsSection 4.12 hereto, the Company shall only issue transfer such number of Warrant Shares to the Holder (as instructed in writing by the Holder) that would not cause such Holder to exceed the maximum number of Warrant Shares permitted thereunder with the balance to be held in abeyance, which abeyance shall be evidenced through the Original Warrants which shall be deemed prepaid thereafter, and exercised pursuant to a Notice of Exercise in the Original Warrant (provided no additional exercise shall be payable) until the balance (or portion thereof) may be transferred to the Holder (and deemed to be issued and outstanding by the Company) in compliance with such beneficial ownership limitationsBeneficial Ownership Limitations and, for the avoidance of doubt, the Warrant Shares that are held in abeyance shall not be transferred to the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation. Holder shall provide written notice to the Company promptly when any additional Warrant Shares may be issued transferred to the Holder in compliance with the Beneficial Ownership Limitation. The balance of the Warrant Shares shall be issued transferred to the Holder when the Holder provides notice that the Holder holds less than the Beneficial Ownership Limitation via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) no later than 10:00 a.m., EST, on the 2nd Trading Day following the date of such notice. For the avoidance of doubt, the Warrant Shares held in abeyance pursuant to this Section 2.1 shall not be included in the number of shares of Common Stock reported to be outstanding by the Company in its SEC Reports.
(b) Upon satisfaction of the covenants and conditions set forth in Section 2.3 but no later than the 2nd Trading Day Days following the date hereof, the closing shall occur at the offices of A.G.P./Alliance Global Partners X.X. Xxxxxxxxxx & Co., LLC (the “Placement Agent”) or such other location as the parties shall mutually agree. The Holder shall deliver the aggregate cash exercise price for such exercise of the Original Warrants to the bank account set forth on the Company’s signature page hereto within two (2) Trading Days following the date hereof and the Company shall deliver the Warrant Shares to the Holder via the DWAC pursuant to the terms of the Original WarrantWarrants, but pursuant to instructions set forth on the Holder’s signature page hereto; provided, however, that per instructions from the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Holders’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Holder; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Holder, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). The date of the closing of the exercise of the Original Warrant Warrants shall be referred to as the “Closing Date”.
c) Within two (2) Trading Days of the Closing Date, the Company shall deliver to the Holder New Warrants to purchase such number of New Warrant Shares as follows: An unregistered warrant to purchase shares of Common Stock exercisable into a number of shares of Common Stock equal to 100% of the number of Warrant Shares received by the Holder upon such applicable exercise of the Original Warrants with an exercise price equal to $1.02, a term of exercise equal to five (5) years commencing on the six (6) month anniversary of the original issue date, in the form attached hereto as Exhibit A.
Appears in 1 contract
Samples: Warrant Exercise Agreement (Citius Pharmaceuticals, Inc.)
Exercise of Original Warrants. (a) The Company and the Holder hereby agree that the Holder shall immediately exercise the Original Warrants with respect to the number of 5,000,000 Warrant Shares set forth on the Holder’s signature page hereto at an exercise price per share equal to $2.75 0.26 per ADSshare, pursuant to the terms of the Original Warrants (the “Warrant Exercise”), and the exercise price of all of (i) the Original Warrants and (ii) the January 2022 Warrants, is hereby reduced to $0.26. Notwithstanding anything herein The expiration date of the Original Warrants is hereby extended to May 3, 2029 and the contraryexpiration date of the January 2022 Warrants is hereby extended to July 28, in 2029. The Holder agrees to vote the event that Warrant Shares issuable pursuant to the Warrant Exercise would otherwise cause in favor of a reverse split of the Holder to exceed the beneficial ownership limitation (the “Beneficial Ownership Limitation”) in the Original WarrantsCompany’s common stock and agrees that it will not sell, the Company shall only issue transfer, or assign any of such number of Warrant Shares prior to the Holder (as instructed in writing by the Holder) that would not cause such Holder to exceed the maximum number of Warrant Shares permitted thereunder with the balance to be held in abeyance until the balance (or portion thereof) may be issued in compliance with such beneficial ownership limitations. Holder shall provide written notice to the Company promptly when any additional Warrant Shares may be issued in compliance with the Beneficial Ownership Limitation. The balance of the Warrant Shares shall be issued when the Holder provides notice that the Holder holds less than the Beneficial Ownership Limitation via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) no later than the 2nd Trading Day following the date of such noticevote.
(b) Upon satisfaction of the covenants and conditions set forth in Section 2.3 but no later than the 2nd Trading Day following the date hereof, the closing shall occur at the offices of A.G.P./Alliance Global Partners (the “Placement Agent”) Company or such other location as the parties shall mutually agree. The Holder shall deliver the aggregate cash exercise price for such exercise of the Original Warrants Warrant Exercise hereunder to the bank account set forth on the Company’s signature page hereto within two (2) Trading Days following the date hereof and the Company shall deliver the Warrant Shares issuable under the Warrant Exercise to the Holder via the DWAC pursuant to the terms of the Original Warrant, but pursuant to instructions set forth on the Holder’s signature page hereto. The date of the closing of the exercise of the Original Warrant Exercise shall be referred to as the “Closing Date”.
Appears in 1 contract
Exercise of Original Warrants. (a) The Company and the Holder hereby agree that the Holder shall immediately exercise (i) the Original September 2019 Warrants with respect to the number of Warrant Shares set forth on the Holder's signature page hereto at an exercise price per share equal to $0.77 per share, and (ii) the April 2019 Warrants with respect to the number of Warrant Shares set forth on the Holder’s signature page hereto at an exercise price per share equal to $2.75 1.02 per ADSshare, pursuant to the terms of the Original Warrants (the “Warrant Exercise”). Notwithstanding anything herein to the contrary, in the event that the Warrant Exercise would otherwise cause the Holder to exceed the beneficial ownership limitation (the “Beneficial Ownership Limitation”) as provided in the Original WarrantsSection 4.12 hereto, the Company shall only issue transfer such number of Warrant Shares to the Holder (as instructed in writing by the Holder) that would not cause such Holder to exceed the maximum number of Warrant Shares permitted thereunder with the balance to be held in abeyance, which abeyance shall be evidenced through the Original Warrants which shall be deemed prepaid thereafter, and exercised pursuant to a Notice of Exercise in the Original Warrant (provided no additional exercise shall be payable) until the balance (or portion thereof) may be transferred to the Holder (and deemed to be issued and outstanding by the Company) in compliance with such beneficial ownership limitationsBeneficial Ownership Limitations and, for the avoidance of doubt, the Warrant Shares that are held in abeyance shall not be transferred to the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation. Holder shall provide written notice to the Company promptly when any additional Warrant Shares may be issued transferred to the Holder in compliance with the Beneficial Ownership Limitation. The balance of the Warrant Shares shall be issued transferred to the Holder when the Holder provides notice that the Holder holds less than the Beneficial Ownership Limitation via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) no later than 10:00 a.m., EST, on the 2nd Trading Day following the date of such notice. For the avoidance of doubt, the Warrant Shares held in abeyance pursuant to this Section 2.1 shall not be included in the number of shares of Common Stock reported to be outstanding by the Company in its SEC Reports.
(b) Upon satisfaction of the covenants and conditions set forth in Section 2.3 but no later than the 2nd Trading Day Days following the date hereof, the closing shall occur at the offices of A.G.P./Alliance Global Partners X.X. Xxxxxxxxxx & Co., LLC (the “Placement Agent”) or such other location as the parties shall mutually agree. The Holder shall deliver the aggregate cash exercise price for such exercise of the Original Warrants to the bank account set forth on the Company’s signature page hereto within two (2) Trading Days following the date hereof and the Company shall deliver the Warrant Shares to the Holder via the DWAC pursuant to the terms of the Original WarrantWarrants, but pursuant to instructions set forth on the Holder’s signature page hereto; provided, however, that per instructions from the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Holders’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Holder; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Holder, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). The date of the closing of the exercise of the Original Warrant Warrants shall be referred to as the “Closing Date”.
c) Within two (2) Trading Days of the Closing Date, the Company shall deliver to the Holder New Warrants to purchase such number of New Warrant Shares as follows: An unregistered warrant to purchase shares of Common Stock exercisable into a number of shares of Common Stock equal to 100% of the number of Warrant Shares received by the Holder upon such applicable exercise of the Original Warrants with an exercise price equal to $1.02, a term of exercise equal to five (5) years commencing on the six (6) month anniversary of the original issue date, in the form attached hereto as Exhibit A.
Appears in 1 contract
Samples: Warrant Exercise Agreement (Citius Pharmaceuticals, Inc.)
Exercise of Original Warrants. (a) The Company and the Holder hereby agree that the Holder shall immediately exercise the Original Warrants with respect to the number of Warrant Shares set forth on the Holder’s signature page hereto at an exercise price per share equal to $2.75 per ADS7.50, pursuant to the terms of the Original Warrants (the “Warrant Exercise”). Notwithstanding anything herein to the contrary, in the event that the Warrant Exercise would otherwise cause the Holder to exceed the beneficial ownership limitation (the “Beneficial Ownership Limitation”) in the Original Warrants, the Company shall only issue such number of Warrant Shares to the Holder (as instructed in writing by the Holder) that would not cause such Holder to exceed the maximum number of Warrant Shares permitted thereunder with the balance to be held in abeyance until the balance (or portion thereof) may be issued in compliance with such beneficial ownership limitations. Holder shall provide written notice to the Company promptly when any additional Warrant Shares may be issued in compliance with the Beneficial Ownership Limitation. The balance of the Warrant Shares shall promptly be issued when the Holder provides notice that the Holder holds less than the Beneficial Ownership Limitation via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) no later than the 2nd Trading Day following the date of such noticeLimitation.
(b) Upon satisfaction of the covenants and conditions set forth in Section 2.3 but no later than the 2nd Trading Day following the date hereof, the closing shall occur at the offices of A.G.P./Alliance Global Partners (the “Placement Agent”) or such other location as the parties shall mutually agree. The Holder shall execute and deliver the aggregate cash exercise price for such exercise of the Original Warrants to the bank account set forth on the Company’s signature page hereto within two (2) Trading Days following after notice from the date hereof Company that the conditions set forth in Section 2.3 have been met and the Company shall deliver the Warrant Shares to the Holder via the DWAC Depository Trust Company Deposit or Withdrawal at Custodian system pursuant to the terms of the Original WarrantWarrants, but pursuant to instructions set forth on the Holder’s signature page hereto. The date of the closing of the exercise of the Original Warrant Warrants shall be referred to as the “Closing Date”.
(c) Within two (2) Trading Days of the Closing Date, the Company shall issue to the Holder New Warrants to purchase such number of New Warrant Shares as follows: an ordinary share purchase warrant exercisable into a number of Ordinary Shares equal to 100% of the number of Warrant Shares received by the Holder upon such applicable exercise of the Original Warrants with an exercise price equal to $7.50, a term of exercise equal to five (5) years commencing on the Closing Date, in the form attached hereto as Exhibit A.
Appears in 1 contract