Grant of the Right to Purchase Ordinary Shares. For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, 11,135,873 Ordinary Shares. In addition to the adjustment provisions and other protections granted to the Warrantholder in Section 4 below, the Company shall issue to Warrantholder one or more additional warrant agreements to preserve Warrantholder’s fully diluted ownership in the Ordinary Shares equal to 5% of the fully diluted outstanding capital shares of the Company calculated on the Commercial Agreement signing date in the event the holders of the following warrants or options outstanding as of the Effective Date (the “Additional Equity Rights”) exercise or are deemed to exercise (through a cashless exercise or similar mechanism) the Additional Equity Rights after the Effective Date but prior to the end of the Exercise Period: • 14,142,425 outstanding warrant shares with an exercise price of $11.50 per warrant share, having a one for one exercise ratio and maturing in October 2026; • 1,007,894 outstanding warrant shares issued to BBVA Bank with an exercise price of $5.32 per warrant share, having a one for one exercise ratio and maturing in 2033; and • 3,132,572 outstanding stock options to acquire Ordinary Shares. Within fifteen (15) Business Days after the end of each calendar year, the Company shall notify by email (Xxxx Xxxxx, Vice President – Corporate Development; Xxxx.Xxxxx@xxxxxxx.xxx) the Warrantholder of the number of Additional Equity Rights exercised during the previous year. Subsequently, within fifteen (15) Business Days after such notification, the Company and the Warrantholder shall execute a warrant agreement (substantially in the form of this Agreement) granting the Warrantholder the right to purchase additional Ordinary Shares at the Exercise Price specified herein. This new warrant agreement shall ensure that the Warrantholder maintains a 5% fully diluted ownership interest in the Company’s share capital, adjusted downward for any Warrant exercised (under this Agreement or any other warrant agreement entered into pursuant to this paragraph), calculated as of the Commercial Agreement signing date. In any event, upon the exercise of any Warrant (under this Agreement or any warrant agreement granted pursuant to the preceding paragraphs), the Company shall facilitate and cooperate with the Warrantholder, simultaneously ...

Grant of the Right to Purchase Ordinary Shares. For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company 1,964,785 Ordinary Shares. Additionally, the Company shall issue to Warrantholder one or more additional warrant agreements to preserve Warrantholder’s fully diluted ownership in the Ordinary Shares equal to 5% of the number of capital shares of the Company issued by the Company to existing or new shareholders of the Company calculated on the date of today pursuant to any of the following: (1) a private placement or similar offering conducted by the Company to raise capital for the Company subsequent to the Effective Date of this Agreement and up to and including July, 31 2025 (a “Capital Raise”); or (2) the issuance of any shares of capital stock following the Effective Date but prior to the Expiration Date, whether as additional purchase price consideration or otherwise, in connection with the Company’s acquisition of AR Electronics Solutions S.L.U. or ABL GmbH (collectively, the “Acquisition Equity”). In the event the Company effects a Capital Raise, for purposes of determining the number of Ordinary Shares subject to the new warrant agreement and which are included in the Capital Raise, any such shares purchased by Warrantholder or its Affiliates shall be included in determining the number of Ordinary Shares subject to the new warrant agreement to be issued by the Company to the Warrantholder. Any warrant agreement to be executed and delivered by the Company in favor of Warrantholder as a result of any Capital Raise or the issuance of Acquisition Equity shall be executed and delivered by the Company to the Warrantholder at each applicable closing of such Capital Raise where the closing occurs on or prior to July 31, 2025 or promptly following each issuance of additional shares of capital stock in connection with the issuance of Acquisition Equity. The Company shall promptly notify Warrantholder (and in any event within two (2) business days) of implementing any Capital Raise or the expected issuance of Acquisition Equity by email (to Xxxx Xxxxx, Vice President – Corporate Development; Xxxx.Xxxxx@xxxxxxx.xxx). Upon the exercise of any Warrant (under this Agreement or any warrant agreement granted pursuant to the preceding paragraph), the Company shall facilitate and cooperate with the Warrantholder, simultaneously with such exercise and u...

Related to Grant of the Right to Purchase Ordinary Shares

GRANT OF THE RIGHT TO PURCHASE COMMON STOCK (a) For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, up to the aggregate number of fully paid and non-assessable shares of Common Stock (as defined below) as determined pursuant to Section 1(b) below, at a purchase price per share equal to the Exercise Price (as defined below). The number and Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:
GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK The Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase from the Company, 9,694 fully paid and non-assessable shares of the Company’s Series B Preferred Stock (“Preferred Stock”) at a purchase price of $4.90 per share (the “Exercise Price”). The number and purchase price of such shares are subject to adjustment as provided in Section 8 hereof.
Right to Purchase Section 11.23
Time and Manner of Exercise of Option (i) No portion of the option may be exercised more than five years from the respective vesting dates set forth in Sections 2(a), (b) and (c) hereof. (ii) If Optionee's employment with the Company is terminated with "cause" pursuant to the terms of Optionee's Employment Agreement, dated as of November 21, 1996 (as amended), between Optionee and the Company (the "Employment Agreement"), the Optionee shall forfeit the right to exercise all non-vested options granted hereunder and payment for the exercise of all options which were vested on the date of such termination of employment shall be made to the Company in accordance with Section 3(b) hereof within the earlier of ten (10) days of such termination of employment or the date by which the vested options expire by the terms hereof. (iii) If the Optionee dies, the options granted hereunder which have vested as of the Optionee's death may be exercised within one (1) year after the date of Optionee's death or prior to the date on which the vested option expires by its terms, whichever is earlier, by the estate of the Optionee, or by any person or persons whom Optionee shall have designated in writing in documents filed with the Company or, if no such designation has been made, by the person or persons to whom Optionee's rights hereunder shall have passed by will or the laws of descent and distribution. (iv) Upon the sale of all or substantially all of the assets of the Company, the transfer of a controlling equity interest (as hereinafter defined) in the Company, all outstanding options shall automatically vest and shall be exercisable on the closing date of such transaction. Written notice of not less than twenty (20) days shall be given by the Company to the Optionee of the anticipated closing date of any such transaction. If such closing date changes, the Company shall provide written notice of the new closing date as soon as practicable to the Optionee. Any options not so exercised by the Optionee shall be null and void if not exercised on such closing date. As used herein, the term "controlling equity interest" shall mean the ability of any person, entity or group to direct the management and policies of the Company.
Exercise of Repurchase Right The Right of Repurchase shall be exercisable only by written notice delivered to the Optionee prior to the expiration of the 60-day period specified in Subsection (b) above. The notice shall set forth the date on which the repurchase is to be effected. Such date shall not be more than 30 days after the date of the notice. The certificate(s) representing the Restricted Shares to be repurchased shall, prior to the close of business on the date specified for the repurchase, be delivered to the Company properly endorsed for transfer. The Company shall, concurrently with the receipt of such certificate(s), pay to the Optionee the purchase price determined according to Subsection (d) above. Payment shall be made in cash or cash equivalents or by canceling indebtedness to the Company incurred by the Optionee in the purchase of the Restricted Shares. The Right of Repurchase shall terminate with respect to any Restricted Shares for which it has not been timely exercised pursuant to this Subsection (e).
Exercise of the Purchase Rights The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock.
Number of Shares Issuable upon Exercise From and after the Issue Date through and including the Expiration Date, the Holder hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or upon exercise of this Warrant in part in accordance with subsection 1.3, shares of Common Stock of the Company, subject to adjustment pursuant to Section 4.
Shares The term “
Registration of Ordinary Shares Cashless Exercise at Companys Option Registration of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “
The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

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