Financing Warrants Sample Clauses

Financing Warrants. In addition, at the first closing under the first Financing hereunder, Company shall issue to VFIN additional warrants (the “Financing Warrants”) to purchase such number of shares of the common stock of Company equal to: (x) ten percent (10%) of the aggregate number of fully diluted shares of common stock as shall have been purchased by Financing Sources pursuant to the Financing, or (y) ten percent (10%) of the aggregate number of fully diluted shares of common stock into which any convertible securities which shall have been purchased by Financing Sources pursuant to the Financing may be converted (after giving effect to any increase in shares under a ratchet or similar provision pursuant to which the number of shares initially purchased is subsequently increased). The Financing Warrants shall be exercisable for a period of five years from the date of issuance on the same terms and conditions applicable to, and with an exercise price per share equal to the effective per share price paid by, Financing Sources for a share of common stock of Company. The terms of the Financing Warrants shall be set forth in an agreement (the “Financing Warrant Agreement”) in form attached hereto as Annex B. The Financing Warrant Agreement shall contain customary terms, including without limitation, provisions for “cashless” exercise, price based anti-dilution, and customary piggyback registration rights.
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Financing Warrants. Additionally, at the closing of a Financing, the Company shall issue to SRCA warrants (the “Financing Warrants”) to purchase the number of shares of the common stock of the Company equal to the sum of: i. Eight percent (8%) of all funds raised through the sale of equity, convertible instruments and equity linked securities. The Financing Warrants shall be exercisable for two (2) years from the date of issuance on the same terms and conditions applicable to, and with an exercise price per share equal to the effective per share price paid by, financing sources for a share of common stock of the Company. The terms of the Financing Warrants shall be set forth in an agreement (the “Financing Warrant Agreement”). The Financing Warrant Agreement shall contain customary terms, including provisions for “cashless” exercise, change of control, and customary piggyback registration rights, and that shall otherwise be in form and substance reasonably satisfactory to the Company and SRCA.
Sample 1
Financing Warrants. The Financing Warrants (i) will be exercisable either for cash or on a cashless basis at the holder’s option pursuant to Section 3.3 hereof and (ii) will not be redeemable by the Company.
Sample 1
Financing Warrants. In addition to the Cash Fee, immediately upon Closing, the Company shall sell to MDB warrants (“Warrants”) to purchase the same type and character of equity Securities as are issued in the Offering or issuable on conversion of the Securities issued in the Offering (e.g., Common Stock), in an amount equal to ten percent (10%) of the aggregate Securities issued in the Offering for the purchase price of $1,000 (excluding any additional cost to exercise the Warrants); provided, however, for the Threshold Offering, the percentage amount will be seven percent (7%), excluding the investment made by JJDC and JDRF in the Threshold Offering for which no Warrants under this clause (b) shall be issuable by the Company to MDB and the exercise price of the Warrants delivered in connection with the Threshold Offering shall be 100% of the offering price per share in such Threshold Offering. Such Warrants will be for a term of seven (7) years; subject to any limitation imposed by the FINRA regulations in respect of a public offering. In connection with any public Offering, the exercise price for the Warrants will be priced at not less than 120% (one hundred twenty percent) of the Offering price per share. In connection with any private Offering, including the Threshold Offering, Warrants issued hereunder will have an exercise price equal to the per share or unit selling price of the Securities sold to investors in the Offering. The Warrants will contain cashless exercise provisions and representations and warranties normal and customary for warrants issued to placement agents or underwriters, including registration rights, a market standoff provision, and will not be callable or terminable prior to the expiration date.
Sample 1
Financing Warrants. Upon the full execution of this Agreement, the Company will issue to VestCo additional warrants to purchase up to One Million (1,000,000) shares of restricted common stock of the Company at an exercise price of Twenty Cents ($0.20) per share, which shall only vest at the time that third party financing/investment into the Company reaches a cumulative total of $60,000,000, from sources identified by VestCo; such warrants shall have a three (3) year exercise term from issuance.
Sample 1
Financing Warrants. Upon the issuance of a Note at the Third Closing or the Fourth Closing in the form of Exhibit B-1, the Borrower will issue and deliver to the Lender warrants, in the form of Exhibit H hereto, to purchase two shares of the Borrower’s Common Stock for each dollar funded by the Lender to the Borrower as evidenced by the Note (the “Financing Warrants”). As soon as practicable after the Third Closing, the Borrower covenants to submit for filing with the Secretary of State of the State of California an Amendment to Certificate of Determination in the form attached as Exhibit F-1. As soon as practicable after the Fourth Closing, the Borrower covenants to submit for filing with the Secretary of State of the State of California an Amendment to Certificate of Determination in the form attached as Exhibit F-2.
Sample 1

Related to Financing Warrants

  • Investment Agreement AUGUST.2017 12

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Notes and Warrants At or prior to the Closing, the Company shall have delivered to the Purchasers the Notes (in such denominations as each Purchaser may request) and the Warrants (in such denominations as each Purchaser may request).

  • 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.

  • Bridge Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions and do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain no later than October 30, 2004 a commitment letter (the “Bridge Financing Commitment Letter”) expiring no earlier than January 30, 2005, from a reputable financial institution in substantially the same form and substance as Exhibit F attached hereto, to provide financing on terms and conditions no less favorable than those described on Exhibit F attached hereto.

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "First Union National Bank, as Escrow Agent for Vertical Computer Systems, Inc. / Cornell Capital Partners, LP", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).

  • Private Placement Warrants and Working Capital Warrants The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii) the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (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 an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in each case 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.

  • Purchase of Notes and Warrants On the Closing Date, the Subscriber will purchase the Notes and Warrants as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

  • Purchase and Sale of Debentures and Warrants Upon the ----------------------------------------------- following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible debentures in the aggregate principal amount of up to Four Million Dollars ($4,000,000.00) bearing interest at the rate of eight percent (8%) per annum, convertible into shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), in substantially the form attached hereto as ------------- Exhibit B (the "Debentures"), and warrants to purchase shares of Common Stock, ---------- ---------- in substantially the form attached hereto as Exhibit C (the "Warrants"), set --------- -------- forth with respect to such Purchaser on Exhibit A hereto. The aggregate ---------- purchase price may be funded in one or more tranches as agreed upon by the Company and the Purchasers. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such --------------- ------------ other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Commitment Shares In consideration for the Investor’s execution and delivery of this Agreement, on the Commencement Date, the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Commencement Date, one or more certificate(s) or book-entry statement(s) representing the Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commencement Date). Such certificate or book-entry statement shall be delivered to the Investor in the manner specified in Section 7.1(iii). For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing Date regardless of whether any Purchases are issued by the Company or settled hereunder or any termination of this Agreement. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate or book-entry statement representing the Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement.

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