Issuance of Exchange Warrants Sample Clauses

Issuance of Exchange Warrants. Immediately following the execution and delivery of this Agreement and in order to comply with the provisions of Section 5.2(c)(ii) of the Old Securityholders Agreement, the Company shall issue and grant Exchange Warrants to each limited partner of ASLP to acquire IDSs representing shares of Class A common stock of the Company, par value $0.01 per share (the “Class A Common Stock”), and the Company’s % Notes due 2019 (the “IDS Notes”). The Exchange Warrants shall be substantially in the form of Exhibit A attached hereto. Upon the occurrence of any such exchange, the Company shall become a limited partner of ASLP in accordance with Section 8.2 of the ASLP Partnership Agreement.
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Issuance of Exchange Warrants. The issuance of the Exchange Warrants is duly authorized and upon issuance in accordance with the terms of this Agreement shall be validly issued, fully paid and non-assessable and free from all taxes, liens, charges and other encumbrances with respect to the issue thereof. The issuance of shares of Common Stock upon exercise of the Exchange Warrants are duly authorized and, when issued and paid for in accordance with the Exchange Warrants, will be duly and validly issued, fully paid and non-assessable, free from all taxes, liens, charges and other encumbrances imposed by the Company other than restrictions on transfer provided for in such documents.
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Issuance of Exchange Warrants. At the Closing the Company shall issue the Exchange Warrants.
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Issuance of Exchange Warrants. At the Closing, the Company shall deliver to the Holder the certificates representing the Exchange Warrants.
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Issuance of Exchange Warrants. Subject to the terms and conditions of this Agreement, in exchange for the Series A Warrant(s) held by each Warrant Holder, the Company, as of the Closing Date (as defined in Section 3 hereof), shall issue to each Warrant Holder:
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Issuance of Exchange Warrants. In further consideration of each of the holders of the Series E Preferred exchanging their respective shares pursuant to the Exchange Transaction, immediately after the Exchange Effective Time, the Company shall issue to such holder its pro rata share of warrants to purchase 817,000 shares of Common Stock (the "EXCHANGE WARRANTS"), pursuant to a Warrant.
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Issuance of Exchange Warrants. The Company hereby agrees to issue to the Purchaser the Exchange Warrants, and the Purchaser hereby agrees to surrender to the Company the Moovies Warrants, in each case subject to the conditions and restrictions contained in this Agreement and in reliance on the representations and warranties of the Company and the Purchaser contained herein. The Company shall issue and deliver certificates to the Purchaser evidencing the Exchange Warrants in the form of Exhibit B-2 attached hereto (the "Exchange Warrant Certificate" and, together with the New Warrant Certificate, collectively, the "Warrant Certificates") concurrently with the Purchaser's execution of this Agreement and the other Equity Documents.
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Issuance of Exchange Warrants. 1 1.2 Redemption of Partnership Units ...................................2
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Related to Issuance of Exchange Warrants

  • Issuance of Warrant Shares (a) The Warrant Agent shall, on the Trading Day following the date of exercise 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.

  • Issuance of Common Stock FURTHER RESOLVED, that the Corporation is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 113,636 shares of Common Stock as Initial Purchase Shares and that upon issuance of the Initial Purchase Shares pursuant to the Purchase Agreement the Initial Purchase Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 242,529 shares of Common Stock as Initial Commitment Shares and that upon issuance of the Initial Commitment Shares pursuant to the Purchase Agreement the Initial Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 8,000,000 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that the Corporation is hereby authorized to issue 404,216 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) in connection with the purchase of Purchase Shares (the “Additional Commitment Shares”) in accordance with the terms of the Purchase Agreement and that, upon issuance of the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 404,216 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) for issuance as Additional Commitment Shares under the Purchase Agreement.

  • Issuance of Warrants [If Warrants alone —Upon issuance, each Warrant Certificate shall evidence one or more Warrants.] [If Other Securities and Warrants —Warrant Certificates will be issued in connection with the issuance of the Other Securities but shall be separately transferable and each Warrant Certificate shall evidence one or more Warrants.] Each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase one Warrant Security. [

  • Issuance of Convertible Securities If the Company in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Market Price on the date of issuance, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities will, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

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