Issuance of Warrants to Lender Sample Clauses

Issuance of Warrants to Lender. As additional consideration for its Commitment and obligations under this Agreement, and as a condition to funding the initial Loan, Lender and its broker (Xxxxxx X. Xxxxxxxxx) shall be entitled to receive one or more warrants to purchase a number of shares of preferred stock of Borrower ("Warrant Shares") with an aggregate value equal to seven percent (7%) of the Commitment. The Warrant Shares shall vest in two equal parts. The first 50% shall vest upon the closing of this commitment at $2.51 per share. The remaining 50% shall vest upon the borrowing of any portion of the Remaining Availability at a price determined by 1) if any part of the Remaining Availability is borrowed prior to the closing of an additional round of venture capital or corporate partner equity financing of at least $3,000,000 ("Round C"), $2.51 per share, 2) if none of the Remaining Availability is borrowed prior to the closing of Round C, the per share price of preferred stock issued in Round C. The warrant issued under this Agreement shall be in substantially the form attached hereto as EXHIBIT "D"; shall be transferable by Lender, subject to compliance with applicable securities laws; shall expire on December 31, 2002 or earlier as described in the warrant; and shall include piggy-back registration rights, "net issuance" provisions, and anti-dilution protections reasonably satisfactory to Lender and its counsel.
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Issuance of Warrants to Lender. As additional consideration for the making of the Commitment, Lender has earned and is entitled to receive immediately upon the execution of the Loan and Security Agreement and this Supplement, a warrant instrument issued by Borrower substantially the form attached hereto as Exhibit “E” (the “Warrant”) initially exercisable for a number of fully paid and nonassessable shares of the Borrower’s Series A Preferred Stock, such number of shares having an aggregate exercise price equal to the sum of (A) $150,000, plus (B) the product of (x) 0.05 multiplied by (y) the aggregate original principal amount of the Equipment Loans advanced under the Additional Equipment Loan Commitment, if any. The Warrant shall be immediately vested and exercisable at an initial exercise price of $1.00 per share. The foregoing exercise price per share and number of shares issuable upon exercise of the Warrant shall also be subject to adjustment as provided in the Warrant. In the event the Follow-on Equipment Loan Commitment becomes effective (as determined in accordance with Section 9 of Part 2 hereof), then Borrower shall issue Lender an additional warrant (the “Additional Warrant”) initially exercisable for a number of fully paid and nonassessable shares of the Borrower’s Series B convertible preferred stock, such number of shares having an aggregate exercise price equal to five percent (5%) of the Follow-on Equipment Loan Commitment and an initial exercise price per share equal to the lowest price per share paid by an investor to which the Borrower sells shares of its Series B convertible preferred stock. Borrower acknowledges that Lender has assigned its rights to receive the Warrant and the Additional Warrant to its parent, Venture Lending & Leasing IV, LLC; in connection therewith, Borrower shall issue the Warrant and the Additional Warrant directly to Venture Lending & Leasing IV, LLC. Concurrently upon issuance of the Warrant, Lender shall furnish to Borrower a copy of the agreement in which Lender assigned the Warrant and the Additional Warrant to Venture Lending & Leasing IV, LLC.
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Issuance of Warrants to Lender. (a) As additional consideration for the making of the Commitments (other than the Additional Growth Capital Loan Commitment), Lender or its assignee has earned and shall have received, upon the execution hereof and as a condition to the initial Loan, a warrant instrument issued by Borrower in substantially the form attached hereto as Exhibit “E-1” (the “Warrant”), initially exercisable for Four Hundred Twelve Thousand Five Hundred Thirty Two (412,532) fully paid and nonassessable shares of the Borrower’s Series B Preferred Stock at an initial exercise price of $0.4333 per share (the “Stock Purchase Price”); provided, however, that such initial number of shares of Series B Preferred Stock issuable under the Warrant at the Stock Purchase Price shall be increased automatically from time to time by that number of additional shares determined by dividing the product of (A) 0.055 and (B) the aggregate original principal amount of the Growth Capital Loans funded by Lender by the Stock Purchase Price. The Warrant shall be immediately vested and exercisable at any time and from time to time through June 30, 2012. The foregoing exercise price per share and number of shares issuable upon exercise of the Warrant shall also be subject to adjustment as provided in the Warrant. The Warrant shall include piggyback and S-3 registration rights, anti-dilution protections reasonably satisfactory to Lender and equivalent to those rights and protections granted to the holders of Borrower’s Series B preferred stock, and shall remain exercisable beyond any public offering of Borrower’s securities or merger transaction.
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Issuance of Warrants to Lender. You would receive warrants for an amount of common shares that would represent 25% of the number of shares of common stock that the Company would have if all warrants and conversion rights were exercised ("Fully Diluted Shares"). The Company would obtain waivers of anti-dilution restrictions from the existing shareholders, warrant holders and convertible preferred holders who have anti-dilution rights. The Company has advised Xxxxxx that the number of Fully Diluted Shares is 156,335,113. If that number is correct, the Lender would receive warrants for 104,223,409 common shares. The price for the warrant exercise would be $.01.
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Issuance of Warrants to Lender. (a) As consideration for the amendment to the Note, Moventis will issue to the Lender 75,000 Common Share purchase Warrants exercisable at a price of US$.65 for a 5-year term.
Sample 1
Issuance of Warrants to Lender. As additional consideration for the making of Commitment No. 2, Lender has earned and is entitled to receive immediately upon the execution of this Supplement No. 2: (a) a warrant instrument issued by Borrower, substantially the form attached hereto as Exhibit “C-1” (the “B-1 Warrant”), which is exercisable for shares of the Borrower’s Series B-1 Preferred Stock as provided therein; and (b) a warrant instrument issued by Borrower, substantially the form attached hereto as Exhibit “C-2” (the “B-2 Warrant”, and together with the B-1 Warrant, the “Warrants”), which is exercisable for certain shares of the Borrower’s capital stock as provided therein. Borrower acknowledges that Lender has assigned its rights to receive the Warrants to its parent, Venture Lending & Leasing IV, LLC; in connection therewith, Borrower shall issue the Warrants directly to Venture Lending & Leasing IV, LLC. Concurrently upon issuance of the Warrants, Lender shall furnish to Borrower a copy of the agreement in which Lender assigned the Warrants to Venture Lending & Leasing IV, LLC.
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Related to Issuance of Warrants to Lender

  • 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 Warrant The issuance of the Warrant is duly authorized and will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

  • Reissuance of Warrants As promptly as practicable after the exercise of this ---------------------- Warrant, in whole or in part, and in any event within five (5) Business Days thereafter (unless such exercise shall be in connection with a public offering of Warrant Shares subject to this Warrant, in which event concurrently with such exercise), the Company at its expense (including the payment by it of any applicable issue, stamp or other taxes) will cause to be issued in the name of and delivered to the Holder or, subject to Section 6 of the Warrant Agreement, such other person as the Holder may direct:

  • Issuance of Warrant; Term (a) For and in consideration of Harbinger Mezzanine Partners, L.P. making a loan to the Company in an amount of $5,000,000 (the “Loan”) pursuant to the terms of a secured promissory note of even date herewith (the “Note”) and related loan agreement of even date herewith (the “Loan Agreement”), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 shares (“Base Amount”) of the Company’s Class A common stock (the “Common Stock”), which the Company represents to equal 15% of the shares of capital stock outstanding on the date hereof, calculated on a fully diluted basis and assuming exercise of this Warrant, provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: DATE BASE AMOUNT August 9, 2003 825,222 shares, which the Company represents to equal 18% of the shares of the Company’s capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9, 2004 999,320 shares, which the Company represents to equal 21% of the shares of the Company’s capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9, 2005 1,187,162 shares, which the Company represents to equal 24% of the shares of the Company’s capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9, 2006 1,253,115 shares, which the Company represents to equal 25% of the shares of the Company’s capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant

  • Requests for Issuance of Letters of Credit The Borrower shall give the Issuing Bank and the Administrative Agent written notice at least five (5) Business Days prior to the requested date of issuance of a Letter of Credit, such notice to describe in reasonable detail the proposed terms of such Letter of Credit and the nature of the transactions or obligations proposed to be supported by such Letter of Credit, and in any event shall set forth with respect to such Letter of Credit the proposed (i) initial Stated Amount, (ii) beneficiary, and (iii) expiration date. The Borrower shall also execute and deliver such customary applications and agreements for standby letters of credit, and other forms as requested from time to time by the Issuing Bank. Provided the Borrower has given the notice prescribed by the first sentence of this subsection and delivered such applications and agreements referred to in the preceding sentence, subject to the other terms and conditions of this Agreement, including the satisfaction of any applicable conditions precedent set forth in Section 6.2, the Issuing Bank shall issue the requested Letter of Credit on the requested date of issuance for the benefit of the stipulated beneficiary but in no event shall Issuing Bank be obligated to deliver the requested Letter of Credit prior to the date five (5) Business Days following the date after which the Issuing Bank has received all of the items required to be delivered to it under this subsection. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank or any Revolving Lender to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. Upon the written request of the Borrower, the Issuing Bank shall deliver to the Borrower a copy of each issued Letter of Credit within a reasonable time after the date of issuance thereof. To the extent any term of a Letter of Credit Document is inconsistent with a term of any Loan Document, the term of such Loan Document shall control.

  • Valid Issuance of the Shares The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

  • 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.

  • Creation and Issue of Warrants A maximum of 58,285,714 Warrants (subject to adjustment as herein provided) are hereby created and authorized to be issued in accordance with the terms and conditions hereof. By written order of the Corporation, the Warrant Agent shall issue and deliver Warrant Certificates to Registered Warrantholders and record the name of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.

  • Issuance of the Shares The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • Valid Issuance of the Securities At the Closing Time, the Initial Securities and the limited partnership interests represented thereby will be duly authorized by the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by matters described in Xxxxxxx 00 xx xxx Xxxxxxxx Xxxxxxx LP Act); and at the Closing Time, the Option Securities and the limited partnership interests represented thereby will be duly authorized for issuance and sale pursuant to the Partnership Agreement and, upon exercise of the option provided in Section 2(b), when issued and delivered by the Partnership to the Underwriters pursuant to Section 2(b), the Option Securities will be validly issued and fully paid and non-assessable (except as such nonassessability may be affected by matters described in Xxxxxxx 00 xx xxx Xxxxxxxx Xxxxxxx LP Act); the Common Units conform to all statements relating thereto contained or incorporated by reference in the Registration Statement, General Disclosure Package and the Prospectus, and such description conforms to the rights set forth in the Partnership Agreement; no holder of the Securities will be subject to personal liability by reason of being such a holder.

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