Incentive Warrants. The Incentive Warrants have been duly authorized and validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Inventive Warrant Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Incentive Warrants has been duly and validly taken. The shares of Common Stock issuable upon exercise of the Incentive Warrants have been reserved for issuance upon the exercise of the Incentive Warrants and, when issued in accordance with the terms of the Incentive 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.
Incentive Warrants. Except as qualified in Section 7.3.2(e), as an incentive for SPMC to bring development projects and acquisitions to THC, SPMC shall be eligible to receive warrants to purchase ___ shares of common stock, which amount equals 4% of the fully diluted outstanding shares of common stock and common stock equivalents (excluding any non-vested options or shares of Lxxxxxxx X. Xxxxxxx and Jxxxxx X. Xxxxx) of THC at the time of the Closing of the transaction contemplated under this Agreement, at the strike price of $.40 per share. The warrants shall be issued upon (i) the consummation by THC of an acquisition previously introduced by SPMC at the rate of ____ shares (one-twelfth of the total number of shares eligible to be granted pursuant to this Agreement) per acquisition; or (ii) the lease of a developed project which is completed by SPMC at the rate of _____ shares (one-twelfth of the total number of shares eligible to be granted pursuant to this Agreement) per development project; or (iii) the lease or purchase of a project which is part of the Jxxxx X. Xxxxx Portfolio of Owned Projects, as defined herein, at the rate of ___ shares (one-twenty-fourth of the total number of shares eligible to be granted pursuant to this Agreement) per project or acquisition; or (iv) in the event that a lease or purchase project from the Jxxxx X. Xxxxx Portfolio of Owned Projects or from any other source includes the addition or development of new beds, and thereby becomes a development project, SPMC shall be entitled to ___ shares (one-twelfth of the total number of shares eligible to be granted pursuant to this Agreement per project). Eligible development projects shall include only free standing facilities originated by THC but shall exclude third party leases introduced by SPMC. The warrants shall be exercised within ten years of the Closing Date of this Agreement or shall be extinguished. The warrants may be exercised by (i) the aggregate strike price in cash or (ii) by SPMC electing to have shares of common stock otherwise issuable upon exercise of the warrants and having a fair market value equal to the aggregate strike price for the warrants being exercised withheld by THC. The warrants shall further include piggyback registration rights with respect to the shares underlying the warrants. THC shall pay the costs and expenses (other than underwriting discounts or commissions) of any such registration and the registration rights shall be subordinate to those previously grant...
Incentive Warrants. (a) Grill-, Daily-, or City-branded restaurants (including all such GCI Concept Facilities) (the "INCENTIVE THRESHOLD"), GCI shall issue to Starwood, promptly after the Initial Incentive Threshold Date, a warrant substantially in the form attached as Exhibit D hereto to purchase a number of shares of Common Stock representing, 0.75 percent (three-quarters of one percent) of the then outstanding shares of Capital Stock of GCI (an "INCENTIVE WARRANT") at an exercise price in each case equal to the Fair Market Value of the Common Stock on the Initial Incentive Threshold Date.
(i) If, as of the first anniversary of the Initial Incentive Threshold Date (the "FIRST INCENTIVE ANNIVERSARY DATE"), the Aggregate New Facilities exceed the Incentive Threshold, GCI shall issue to Starwood, promptly thereafter, an additional Incentive Warrant at an exercise price equal to the Fair Market Value of the Common Stock on the First Incentive Anniversary Date to purchase a number of shares of Common Stock representing 0.75 percent (three-quarters of one percent) of the then outstanding shares of Capital Stock of GCI, and GCI shall issue to Starwood an additional Incentive Warrant on each subsequent anniversary of the Initial Incentive Threshold Date (at an exercise price in each case equal to the Fair Market Value of the Common Stock as of the applicable anniversary thereof) to purchase a number of shares of Common Stock representing 0.75 percent (three-quarters of one percent) of the then outstanding shares of Capital Stock of GCI until the Aggregate New Facilities do not exceed the Incentive Threshold as of any such anniversary date; and (ii) if, as of the First Incentive Anniversary Date or any subsequent anniversary thereof, the Aggregate New Facilities do not exceed the Incentive Threshold, GCI shall not be obligated to issue to Starwood an additional Incentive Warrant unless and until the Aggregate New Facilities again exceed the Incentive Threshold as of the date of execution of a Management Agreement or License Agreement covering a new GCI Concept Facility (a "SUBSEQUENT INCENTIVE THRESHOLD DATE"). In such event, GCI shall be obligated to issue to Starwood an additional Incentive Warrant promptly thereafter and on each subsequent anniversary of the Subsequent Incentive Threshold Date (at an exercise price in each case equal to the Fair Market Value of the Common Stock as of the Subsequent Incentive Threshold Date or the applicable anniversary thereof) to purchase a num...
Incentive Warrants. Lender shall receive incentive warrants (the “Bridge Warrants”) as an inducement to enter into this Agreement. Lender shall receive Bridge Warrants for ____________ Common Stock shares upon exercise (based on .33 shares per $1,000 of Note Amount). Bridge Warrants shall have an exercise price of $0.75 per share and shall be convertible into Common Stock at any time over a period of three (3) years from the date of this Agreement.
Incentive Warrants. Section 1.3(d) of the Agreement is hereby amended and restated in entirety to read as follows:
Incentive Warrants. The Company has issued the Incentive Warrants, in the form filed as an exhibit to the Registration Statement, to the Persons described as recipients thereof in the Sale Preliminary Prospectus.
Incentive Warrants. The Company shall not amend, modify or otherwise change the Incentive Warrants in any material respect without the prior written consent of Representatives.
Incentive Warrants. The Company has heretofore issued an aggregate of 1,420,000 warrants to purchase Common Stock (the “Incentive Warrants”), of which 946,667 were issued to the Sponsor and of which 473,333 were issued to several officers and directors of the Company (as determined in the sole discretion of the Company). 710,000 Incentive Warrants (allocated pro rata among the holders thereof) will be exercisable for $8.00 per share beginning three months following consummation of a Business Combination if the closing price of the Common Stock equals or exceeds $11.00 per share for at least 20 out of any 30 consecutive trading days preceding the date of exercise. The other 710,000 Incentive Warrants will be , 2006 exercisable by the holders thereof for $8.00 per share beginning three months following the consummation of a Business Combination if the closing price of the Common Stock equals or exceeds $12.00 per share for at least 20 out of any 30 consecutive trading days preceding the date of exercise. Holders of Incentive Warrants shall be entitled to exercise such Incentive Warrants by payment in cash of the exercise price or on a “cashless basis” on the terms set forth in the Incentive Warrants. The Incentive Warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of the Effective Date. The Incentive Warrants will not be exercisable at any time when a registration statement is not effective and a prospectus is not available for use by the holders of the Warrants. The Incentive Warrants and shares of Common Stock issuable upon exercise of the Incentive Warrants are referred to collectively herein as the “Incentive Securities”.
Incentive Warrants. In addition to the Closing Date Warrants, the persons set out in Exhibit A-4 hereto shall be eligible to receive warrants to purchase one hundred twenty-three thousand two hundred forty-three (123,243) shares of Procera’s Common Stock (the “Incentive Warrants”) if all milestones and conditions set forth in Exhibit C are met. Such warrants shall be granted to the persons and in the numbers set out in Exhibit A-6 and pursuant to a warrant agreement substantially in the of that in Exhibit A-5 hereto (the “Incentive Warrant Agreement”).
Incentive Warrants. Immediately prior to the Private Placement, the Company issued to the Initial Stockholders incentive warrants (the "INCENTIVE WARRANTS")to purchase up to an aggregate of 400,000 shares of Common Stock (the "INCENTIVE WARRANT SHARES"). The Incentive Warrants are similar to the public Warrants and will be exercisable for $5.00 per share, except that: (i) they are not exercisable until three months after the Company completes a Business Combination, and then (x) as to 200,000 of such shares, only if the last sales price of the Common Stock equals or exceeds $7.50 per share for any 20 trading days within a 30 trading day period beginning after such initial Business Combination, and (y) as to the remaining 200,000 shares, only if the last sales price of the Common Stock equals or exceeds $9.00 per share for any 20 trading days within a 30 trading day period beginning after such initial Business Combination; (ii) they will expire five years from the date of this Agreement; (iii) they are exercisable on a "cashless basis"; and (iv) they are not redeemable so long as they are held by the initial holder thereof or their respective affiliates.
