Issuance of Replacement Warrants Sample Clauses

Issuance of Replacement Warrants. Subject to satisfaction (or waiver) of the conditions set forth in Sections 4, (i) the Company shall at the Closing (as defined below), (I) adjust the exercise price of the Existing Warrants to the Adjusted Exercise Price and (II) issue to the Investor the Replacement Warrants and (ii) the Investor shall exercise the Existing Warrants at the Adjusted Exercise Price (the “Closing”).
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Issuance of Replacement Warrants. Upon the execution and delivery of this Agreement (the "Closing"), Intelect shall execute and deliver (a) to SJCP warrants to purchase (i) 860,500 shares of Common Stock at an exercise price of $0.75 expiring on June 30, 2002 (the " First Initial SJCP Warrant") and (ii) 2,119 shares of Common Stock at an exercise price of $0.75 expiring on June 30, 2002 (the "Second Initial SJCP Warrant"), (b) to SJMB warrants to purchase (i) 3,427,001 shares of Common Stock at an exercise price of $0.75 expiring on June 30, 2002 (the "First Initial SJMB Warrant") and (ii) 10,380 shares of Common Stock at an exercise price of $0.75 expiring on June 30, 2002 (the "Second Initial SJMB Warrant") (the First Initial SJCP Warrant, the Second Initial SJCP Warrant, the First Initial SJMB Warrant, and the Second Initial SJMB Warrant are hereinafter collectively the "Initial Warrants"), (c) to SJCP a warrant to purchase 1,280,000 shares of Common Stock at an exercise price of $0.75 expiring on September 30, 2002, exercisable no earlier than April 15, 2001 (the "First Additional SJCP Warrant"), (d) to SJMB a warrant to purchase 6,320,000 shares of Common Stock at an exercise price of $0.75 expiring on September 30, 2002, exercisable no earlier than April 15, 2001, (the "First Additional SJMB Warrant"), (e) to SJCP a warrant to purchase 1,335,991 shares of Common Stock at an exercise price of $0.75 expiring on September 30, 2002, exercisable no earlier than October 15, 2001 (the "Second Additional SJCP Warrant"), and (f) to SJMB a warrant to purchase 6,264,009 shares of Common Stock at an exercise price of $0.75 and expiring on September 30, 2002, exercisable no earlier than October 15, 2001 (the "Second Additional SJMB Warrant")(the First Additional SJCP Warrant, the First Additional SJMB Warrant, the Second Additional SJCP Warrant and the Second Additional SJMB Warrant are hereinafter collectively the "Additional Warrants")(the Initial Warrants and the Additional Warrants are hereinafter collectively the "Warrants"). As set forth in the Warrants, Intelect has the right to redeem the Warrants at $6.75 per share; PROVIDED, HOWEVER, that no such redemption shall be completed if upon the written opinion of counsel, reasonably acceptable to Intelect and provided to Intelect within ten (10) business days after the Redemption Demand (as defined in the Warrant) is received by the holder of the Warrants, that such redemption if completed would constitute a "sale" under Section 16(b) of the E...
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Issuance of Replacement Warrants. In connection with the surrender of the Warrant by the Purchaser, as set forth herein, and in order to induce the Purchaser to surrender the Warrant, upon delivery of the items pursuant to Section 1 hereof, the Company shall issue the Purchaser a warrant to acquire up to an aggregate of ___________ shares of Common Stock (____________ pre-reverse split of September 2014), par value $0.0001 per share, of the Company at a per share exercise price of $0. 4755 ($0. 0951 pre reverse split of September 2014), (subject to certain adjustments) in the form attached hereto as Exhibit B (the "Replacement Warrant").
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Issuance of Replacement Warrants. In connection with the exercise of the Warrant by the Purchaser, as set forth herein, and in order to induce the Purchaser to exercise the Warrant, upon delivery of the items pursuant to Section 2 hereof, the Company shall issue the Purchaser an additional warrant to acquire up to an aggregate of __________ shares of Common Stock, par value $0.0001 per share, of the Company at a per share exercise price of $0.24, (subject to certain adjustments) in the form attached hereto as Exhibit C (the “Replacement Warrant”). The Replacement Warrant shall expire within 9 months from the date of issuance and shall have terms and conditions substantially identical to the Warrant.
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Issuance of Replacement Warrants in Connection with Purchase Right ------------------------------------------------------------------ Flip-Up Event. The parties acknowledge and agree that the Company intends to ------------- consummate a merger of Enterasys with and into the Company (the "Enterasys Flip- Up Event") and that, in the event that the Riverstone Spin occurs within one hundred and twenty days of the date hereof, the Riverstone Spin shall be deemed to have occurred prior to the consummation of the Enterasys Flip-Up Event for all purposes of the Securities Purchase Agreement and the issuance of Replacement Warrants in connection with the Enterasys Flip-Up Event. The parties further agree that, in the event that the Enterasys Flip-Up Event is consummated within ninety days of the date hereof, pursuant to Section 1.5 of the Securities Purchase Agreement (and notwithstanding anything in Section 1.5(c)(ii) or 1.5(c)(iii) to the contrary) in connection with the Enterasys Flip-Up Event, (a) the Subsidiary Stock Purchase Rights issued to the Investors by Enterasys shall be canceled, and (b) the Company shall issue to the Investors Replacement Warrants exercisable for an aggregate of 7,400,000 shares of Common Stock, with an aggregate exercise price of $45,880,000. Subject to the foregoing, such Replacement Warrants shall have such other terms as are described in the Securities Purchase Agreement. -2- <PAGE> 2.
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Issuance of Replacement Warrants. In consideration for the mutual covenants, releases and agreements contained herein, the Company agrees to issue warrants to the Investors and Westminster, in the form attached hereto as Exhibit A, (the “Replacement Warrants”), which shall replace the original Investor Warrants and Westminster Warrants. The Replacement Warrants to the Investors will be for the same number of shares as in the private placement except that the exercise price will be revised from $3.50 to $2.75 per share. The Replacement Warrants to Westminster will be for the same number of shares as provided in the placement agent agreement, except that the exercise prices will be revised from $3.50 to $2.75 per share and from $2.75 to $2.25 per share for the respective warrants Westminster was entitled to receive.
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Issuance of Replacement Warrants 
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Related to Issuance of Replacement Warrants

  • Replacement Warrants If any mutilated Warrant is surrendered to the Warrant Agent or the Company and the Warrant Agent receives evidence to its satisfaction of the destruction, loss or theft of any Warrant, the Company shall issue and the Warrant Agent, upon receipt of a Warrant Countersignature Order, shall countersign a replacement Warrant if the Warrant Agent's requirements are met. If required by the Warrant Agent or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Warrant Agent and the Company to protect the Company, the Warrant Agent, any Agent and any agent for purposes of the countersignature from any loss that any of them may suffer if a Warrant is replaced. The Company may charge for its expenses in replacing a Warrant. Every replacement Warrant is an additional warrant of the Company and shall be entitled to all of the benefits of this Warrant Agreement equally and proportionately with all other Warrants duly issued hereunder.

  • Private Placement Warrants The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (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 the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), 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.

  • Exclusion of Private Placement Warrants and Working Capital Warrants The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such Private Placement Warrants or the Working Capital Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants and the Working Capital Warrants, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants or the Working Capital Warrants to exercise the Private Placement Warrants and the Working Capital Warrants prior to redemption pursuant to Section 6.3. Private Placement Warrants and Working Capital Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants and shall become Public Warrants under this Agreement.

  • Placement Warrants The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and, when issued in accordance with the terms of the Placement 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.

  • Terms of the Private Placement Warrants (i) The Private Placement Warrants shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”). (ii) At or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.

  • Exclusion of Private Placement Warrants The Company agrees that (a) the redemption rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor or its Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 hereof shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor or its Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4 hereof. Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants and shall become Public Warrants under this Agreement, including for purposes of Section 9.8 hereof.

  • 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 and Sale of the Private Placement Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 7,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • Authorization of the Private Placement Warrants The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • 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. [

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