Merger   Introduction Sample Clauses

Merger   Introduction. Merger Shares Section 2.01(a)(i) New Certificates Section 2.01(c) Old Certificates Section 2.01(c) Person Section 2.01(f) Primary Amount Section 2.01(b)(ii) Release Time Section 5.01(a) SEC Section 5.01(e) Securities Act Section 3.01(d) Surviving Entity Section 1.01 Trading Day Section 7.02 Trading Market Section 7.02 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THIS WARRANT OR THE SECURITIES ISSUED UPON THE EXERCISE OF THIS WARRANT UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL OR OTHER DOCUMENTATION SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THIS CERTIFIES THAT, for value received, ________________________________ (together with its successors and assigns, the “Holder”), commencing _____________ (the “Date of Issue”) is entitled to purchase, subject to the conditions set forth below, at any time and from time to time, in whole or in part, during the Exercise Period (as defined in Section 1.3), up to __________ fully paid and non-assessable shares (the “Warrant Shares”) of the Common Stock, par value $0.001 per share (“Common Stock”), of Cardax, Inc., a Delaware corporation (the “Company”), at the per share purchase price set forth in Section 1.2, subject to the further provisions of this Warrant. This warrant (the “Warrant”) is issued in accordance with the terms and conditions of that certain Amended and Restated Agreement and Plan of Merger dated as of November 24, 2015 by and between the Company and Cardax Pharmaceuticals, Inc. (“Holdings”) in exchange and in full consideration for, the option warrant or similar right that has been issued by Holdings to the initial Holder of this Warrant. The terms and conditions upon which this Warrant may be exercised, and the shares of Common Stock covered hereby which may be purchased hereunder, are as follows: