Greenshoe Sample Clauses

Greenshoe. (a) From the date hereof until the 24-month anniversary of the Closing Date, each Purchaser may, in its sole determination, elect to purchase, severally and not jointly with the other Purchasers and, subject to the proviso below, in one or more purchases, in the ratio of such Purchaser’s original Subscription Amount to the original aggregate Subscription Amount of all Purchasers, additional Preferred Stocks with an aggregate subscription amount thereof equal to 100% of such Purchaser’s Subscription Amount, in accordance with the calculations in Section 2.2 (such securities, the “Greenshoe Securities” and such right to receive the Greenshoe Securities pursuant to this Section 4.18, the “Greenshoe Rights”). (b) Any Greenshoe Right exercised by a Purchaser shall close within 5 Trading Days of a duly delivered exercise notice by the exercising party. Any additional investment in the Greenshoe Securities shall be on prices and terms identical to those set forth in the Transaction Documents, mutatis mutandis, except that the per share price shall be equal to 120% of the per share price paid at the Closing Date. In order to effectuate a purchase and sale of the Greenshoe Securities, the Company and the Purchasers shall enter into a Securities Purchase Agreement identical to this Agreement, mutatis mutandis and shall include updated disclosure schedules.
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Greenshoe. (a) From the date hereof until the twelve month anniversary of the Closing Date, each Holder may, in its sole determination, elect to purchase, severally and not jointly with the other Holders and, subject to the proviso below, in one or more purchases, additional debentures and warrants in accordance with the calculations in Section 3 having an aggregate cash subscription amount for each Holder equal to 50% of such Holder’s Exchange Amount (such securities, the “Greenshoe Securities” and such right to receive the Greenshoe Securities pursuant to this Section 7, the “Greenshoe Rights”). The Greenshoe Securities shall, except as set forth in this Section 7, be identical to the Securities. The debenture included in the Greenshoe Securities shall have an initial conversion price equal to the lesser of (i) $0.35 (subject to adjustment for forward and reverse stock splits and the like that occur after the date hereof) or (ii) the then effective Conversion Price of the New Debentures issued hereunder multiplied by 1.4. The warrants included in the Greenshoe Securities shall have an initial exercise price equal to the lesser of (i) $.040 (subject to adjustment for forward and reverse stock splits and the like that occur after the date hereof) or (ii) the then effective exercise price of the New Warrants issued hereunder multiplied by 1.45. (b) Any Greenshoe Right exercised by a Holder shall close within 5 Trading Days of a duly delivered exercise notice by the exercising party. Any additional investment in the Greenshoe Securities shall be on terms identical to those set forth in the Transaction Documents, mutatis mutandis. In order to effectuate a purchase and sale of the Greenshoe Securities, the Company and the Holders shall enter into a securities purchase agreement otherwise identical to the April 2014 Purchase Agreement, mutatis mutandis and shall include updated disclosure schedules.
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Greenshoe. The Underwriter shall be entitled, but not obligated, to sell, as the Company's Underwriter, on a best efforts basis, the number of shares of Common Stock equal to (A) the quotient of (x) the difference between the Maximum Draw Down Amount and (y) the Minimum Draw Down Amount divided by (B) the Underwriting Price.
Sample 1
Greenshoe. (a) From the Closing Date until the 12-month anniversary of the Closing Date, the Purchaser may, in its sole determination, elect to purchase, subject to the proviso below, in one or more purchases, additional Preferred Shares with an aggregate subscription amount thereof equal to up to 100% of the Purchaser’s Subscription Amount, at the Per Preferred Share Purchase Price (such securities, the “Greenshoe Securities” and such right to receive the Greenshoe Securities pursuant to this Section 4.20, the “Greenshoe Rights”). The Company shall take all actions required to close the transactions related to the Greenshoe Rights (including without limitations, provide the Purchaser with the deliverables prescribed below), within 5 Trading Days of a duly delivered exercise notice by the Purchaser electing to exercise its Greenshoe Rights. The closing of all transactions contemplated under the Greenshoe Rights shall be hereinafter referred to as the “Greenshoe Closing,” and such date shall be hereinafter referred to as the “Greenshoe Closing Date.” (b) At the Greenshoe Closing, the Company shall provide the Purchaser with the following deliverables: (i) a legal opinion of Company US Counsel and Company Israel Counsel, substantially in the form of Exhibit C attached hereto and shall include an opinion from Company US Counsel that, for purposes of Rule 144, the holding period of the Ordinary Shares issuable upon conversion of the Greenshoe Securities shall be deemed to have commenced on the Greenshoe Closing Date; (iii) a copy of the Company’s Preferred Shares Registry evidencing a number of Shares equal to the Purchaser’s applicable Subscription Amount with respect to the Greenshoe Rights exercised, divided by the Per Preferred Share Purchase Price, registered in the name of the Purchaser; and
Sample 1
Greenshoe. Borrower may, on two occasions prior to the Revolving Loan Commitment Termination Date, at the Borrower's and Lead Arranger's mutual discretion, increase the then effective aggregate principal amount of the Revolving Loan Commitments and/or increase the Term Loan Commitments; provided that (A) the aggregate principal amount of the increase in the Revolving Loan Commitment or the Term Loan Commitments pursuant to this subsection 2.1A(ii) shall not exceed $100,000,000, (B) Borrower shall execute and deliver such documents and instruments and take such other actions as may be reasonably requested by Administrative Agent in connection with such increase, (C) at the time of any such proposed increase, no Potential Event of Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such increase, (D) the Term Loans rank pari passu with the Revolving Loans, (E) the maturity date of such Term Loans is no earlier than the Revolving Loan Commitment Termination Date and (F) the scheduled amortization of the Term Loans shall be no more than 1.00% of the original principal amount of the Term Loans per annum until maturity. Any request under this subsection 2.1A(ii) shall be submitted by Borrower to Administrative Agent, specify the proposed effective date and amount of such increase and be accompanied by an Officer's Certificate certifying that no Event of Default or Potential Event of Default exists or will occur as a result of such increase. Borrower may also specify any fees offered to those Increasing Lenders that agree to increase the principal amount of their applicable Revolving Loan Commitment or Term Loan Commitment, as the case may be, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its applicable Revolving Loan Commitment or Term Loan Commitment, as the case may be. No Lender shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its applicable Revolving Loan Commitment or Term Loan Commitment, as the case may be. Only the consent of each Increasing Lender shall be required for an increase in the aggregate principal amount of the applicable Revolving Loan Commitment or Term Loan Commitment, as the case may be, pursuant to this subsection 2.1A(ii). No Lender that declines to increase the principal amount of its Revolving Loan Commitment or Term Loan Commitment, as the case may be, may be replaced ...
Sample 1
Greenshoe. Up to 15% of the issue exercisable for five business days after the closing.
Sample 1

Related to Greenshoe

  • This Warrant Upon the exercise of the rights represented by this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

  • Warrant On or before the Closing Date, the Company shall issue the Warrant to the Buyer pursuant to the terms of contained therein.

  • Warrant Agreement The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.

  • Representative’s Warrant Agreement On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Warrant Agreement.

  • New Warrants This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

  • Issue Warrants Issue warrants for Borrower’s capital stock.

  • Warrant Agent Agreement If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject to the Warrant Agent Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agent Agreement, the provisions of this Warrant shall govern and be controlling.

  • Warrant Shares If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

  • Issuance of Warrant Shares (a) The Warrant Agent shall on the Trading Day following the Exercise Date of any Warrant, advise the Company, the transfer agent and registrar for the Company’s Common Stock, in respect of (i) the number of Warrant Shares indicated on the Notice of Exercise as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants that remain outstanding after such exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonably request. (b) Upon the Warrant Agent’s receipt, at or prior to the close of business on the Expiration Date, of the executed Notice of Exercise, accompanied by payment of the Exercise Price pursuant to Section 2(b) of the Warrant Certificate (other than in the case of a Cashless Exercise), the Warrant Agent shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise no later than the Warrant Share Delivery Date.

  • Warrants and Issuance of Warrant Certificates (a) A Warrant initially shall entitle the Registered Holder thereof to purchase one Warrant Share in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased by the Registered Holder shall be delivered to the Registered Holder. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or the number of Warrant Shares purchasable upon exercise of the Warrants.

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