Net Exercise Election. The undersigned Holder elects to convert the Warrant into shares of Warrant Stock by net exercise election pursuant to Section 2.5 of the Warrant. This conversion is exercised with respect to __________ shares of Common Stock of Aura Systems, Inc. (the "Warrant Stock") covered by the Warrant. (2) In exercising the Warrant, the undersigned Holder hereby makes the representations and warranties set forth on Appendix A hereto as of the date hereof. (3) Please issue a certificate or certificates representing such shares of Warrant Stock in the name or names specified below: (Name) (Name) (Signature) (Signature) (Address) (Address) (City, State, Zip Code) (City, State, Zip Code) (Federal Tax Identification Number) (Federal Tax Identification Number) (Date) (Date) The undersigned, _____________________ (the "Holder"), intends to acquire shares of Common Stock (the "Common Stock") of Aura Systems, Inc. (the "Company") from the Company pursuant to the exercise or conversion of a Warrant to purchase Common Stock held by the Holder. The Common Stock will be issued to the Holder in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws. In connection with such purchase and in order to comply with the exemptions from registration relied upon by the Company, the Holder represents, warrants and agrees as follows: (a) The Holder is acquiring the Common Stock for its own account, to hold for investment, and the Holder shall not make any sale, transfer or other disposition of the Common Stock in violation of the Securities Act or the General Rules and Regulations promulgated thereunder by the Securities and Exchange Commission or in violation of any applicable state securities law. The Holder is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. (b) The Holder has been advised that the Common Stock has not been registered under the Securities Act or state securities laws on the ground that this transaction is exempt from registration, and that reliance by the Company on such exemptions is predicated in part on the Holder's representations set forth herein. (c) The Holder has been informed that under the Securities Act, the Common Stock must be held indefinitely unless it is subsequently registered under the Securities Act or unless an exemption from such registration (such as Rule 144) is available with respect to any proposed transfer or disposition by the Holder of the Common Stock. The Holder further agrees that the Company may refuse to permit the Holder to sell, transfer or dispose of the Common Stock (except as permitted under Rule 144) unless there is in effect a registration statement under the Securities Act and any applicable state securities laws covering such transfer, or unless the Holder furnishes an opinion of counsel reasonably satisfactory to counsel for the Company to the effect that such registration is not required.
Appears in 10 contracts
Samples: Registration Rights Agreement (Icm Asset Management Inc/Wa), Warrant Agreement (Icm Asset Management Inc/Wa), Warrant Agreement (Icm Asset Management Inc/Wa)
Net Exercise Election. The undersigned Holder elects to convert the Warrant into shares of Warrant Stock by net exercise election pursuant to Section 2.5 of the Warrant. This conversion is exercised with respect to __________ shares of Common Stock of Aura SystemsSVI Solutions, Inc. (the "Warrant Stock") covered by the Warrant.
(2) In exercising the Warrant, the undersigned Holder hereby makes the representations and warranties set forth on Appendix A hereto as of the date hereof.
(3) Please issue a certificate or certificates representing such shares of Warrant Stock in the name or names specified below: (Name) (Name) (Signature) (Signature) (Address) (Address) (City, State, Zip Code) (City, State, Zip Code) (Federal Tax Identification Number) (Federal Tax Identification Number) (Date) (DateSignature of Holder) The undersigned, _____________________ (the "Holder"), intends to acquire shares of Common Stock (the "Common Stock") of Aura SystemsSVI Solutions, Inc. (the "Company") from the Company pursuant to the exercise or conversion of a Warrant to purchase Common Stock held by the Holder. The Common Stock will be issued to the Holder in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws. In connection with such purchase and in order to comply with the exemptions from registration relied upon by the Company, the Holder represents, warrants and agrees as follows:
(a) The Holder is acquiring the Common Stock for its own account, to hold for investment, and the Holder shall not make any sale, transfer or other disposition of the Common Stock in violation of the Securities Act or the General Rules and Regulations promulgated thereunder by the Securities and Exchange Commission or in violation of any applicable state securities law. The Holder is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.
(b) The Holder has been advised that the Common Stock has not been registered under the Securities Act or state securities laws on the ground that this transaction is exempt from registration, and that reliance by the Company on such exemptions is predicated in part on the Holder's representations set forth herein.
(c) The Holder has been informed that under the Securities Act, the Common Stock must be held indefinitely unless it is subsequently registered under the Securities Act or unless an exemption from such registration (such as Rule 144) is available with respect to any proposed transfer or disposition by the Holder of the Common Stock. The Holder further agrees that the Company may refuse to permit the Holder to sell, transfer or dispose of the Common Stock (except as permitted under Rule 144) unless there is in effect a registration statement under the Securities Act and any applicable state securities laws covering such transfer, or unless the Holder furnishes an opinion of counsel reasonably satisfactory to counsel for the Company to the effect that such registration is not required.
Appears in 2 contracts
Samples: Warrant Agreement (Icm Asset Management Inc/Wa), Warrant Agreement (Icm Asset Management Inc/Wa)
Net Exercise Election. The undersigned Holder elects to convert the Warrant into shares of Warrant Stock by net exercise election pursuant to Section 2.5 2.6 of the Warrant. This conversion is exercised with respect to __________ shares of Common Stock of Aura SystemsSVI Holdings, Inc. (the "Warrant Stock") covered by the Warrant.
(2) In exercising the Warrant, the undersigned Holder hereby makes the representations and warranties set forth on Appendix A hereto as of the date hereof.
(3) Please issue a certificate or certificates representing such shares of Warrant Stock in the name or names specified below: (Name) (Name) (Signature) (Signature) (Address) (Address) (City, State, Zip Code) (City, State, Zip Code) (Federal Tax Identification Number) (Federal Tax Identification Number) (Date) (DateSignature of Holder) The undersigned, _____________________ (the "Holder"), intends to acquire shares of Common Stock (the "Common Stock") of Aura SystemsSVI Holdings, Inc. (the "Company") from the Company pursuant to the exercise or conversion of a Warrant to purchase Common Stock held by the Holder. The Common Stock will be issued to the Holder in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws. In connection with such purchase and in order to comply with the exemptions from registration relied upon by the Company, the Holder represents, warrants and agrees as follows:
(a) The Holder is acquiring the Common Stock for its own account, to hold for investment, and the Holder shall not make any sale, transfer or other disposition of the Common Stock in violation of the Securities Act or the General Rules and Regulations promulgated thereunder by the Securities and Exchange Commission or in violation of any applicable state securities law. The Holder is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.
(b) The Holder has been advised that the Common Stock has not been registered under the Securities Act or state securities laws on the ground that this transaction is exempt from registration, and that reliance by the Company on such exemptions is predicated in part on the Holder's representations set forth herein.
(c) The Holder has been informed that under the Securities Act, the Common Stock must be held indefinitely unless it is subsequently registered under the Securities Act or unless an exemption from such registration (such as Rule 144) is available with respect to any proposed transfer or disposition by the Holder of the Common Stock. The Holder further agrees that the Company may refuse to permit the Holder to sell, transfer or dispose of the Common Stock (except as permitted under Rule 144) unless there is in effect a registration statement under the Securities Act and any applicable state securities laws covering such transfer, or unless the Holder furnishes an opinion of counsel reasonably satisfactory to counsel for the Company to the effect that such registration registration-is not required.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Icm Asset Management Inc/Wa), Investors' Rights Agreement (Icm Asset Management Inc/Wa)
Net Exercise Election. The undersigned Holder elects to convert the Warrant into shares of Warrant Stock by net exercise election pursuant to Section 2.5 2.6 of the Warrant. This conversion is exercised with respect to __________ shares of Common Stock of Aura Systems, Inc. Cross Media Marketing Corporation (the "Warrant Stock") covered by the Warrant.
(2) In exercising the Warrant, the undersigned Holder hereby makes the representations and warranties set forth on Appendix A hereto as of the date hereof.
(3) Please issue a certificate or certificates representing such shares of Warrant Stock in the name or names specified below: __________________________________ _________________________________ (Name) (Name) (Signature) (Signature) __________________________________ _________________________________ (Address) (Address) __________________________________ _________________________________ (City, State, Zip Code) (City, State, Zip Code) __________________________________ _________________________________ (Federal Tax Identification Number) (Federal Tax Identification Number) __________________________________ _________________________________ (Date) (DateSignature of Holder) Appendix A INVESTMENT REPRESENTATION The undersigned, _____________________ (the "Holder"), intends to acquire shares of Common Stock (the "Common Stock") of Aura Systems, Inc. Cross Media Marketing Corporation (the "Company") from the Company pursuant to the exercise or conversion of a Warrant to purchase Common Stock held by the Holder. The Common Stock will be issued to the Holder in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws. In connection with such purchase and in order to comply with the exemptions from registration relied upon by the Company, the Holder represents, warrants and agrees as follows:
(a) The Holder is acquiring the Common Stock for its own account, to hold for investment, and the Holder shall not make any sale, transfer or other disposition of the Common Stock in violation of the Securities Act or the General Rules and Regulations promulgated thereunder by the Securities and Exchange Commission or in violation of any applicable state securities law. The Holder is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.
(b) The Holder has been advised that the Common Stock has not been registered under the Securities Act or state securities laws on the ground that this transaction is exempt from registration, and that reliance by the Company on such exemptions is predicated in part on the Holder's representations set forth herein.
(c) The Holder has been informed that under the Securities Act, the Common Stock must be held indefinitely unless it is subsequently registered under the Securities Act or unless an exemption from such registration (such as Rule 144) is available with respect to any proposed transfer or disposition by the Holder of the Common Stock. The Holder further agrees that the Company may refuse to permit the Holder to sell, transfer or dispose of the Common Stock (except as permitted under Rule 144) unless there is in effect a registration statement under the Securities Act and any applicable state securities laws covering such transfer, or unless the Holder furnishes an opinion of counsel reasonably satisfactory to counsel for the Company to the effect that such registration registration-is not required.
Appears in 1 contract
Samples: Registration Rights Agreement (Cross Media Marketing Corp)
Net Exercise Election. The On the terms and conditions set forth in the Warrant, the undersigned Holder elects to convert the Warrant into shares of Warrant Stock Ordinary Shares by net exercise election pursuant to Section 2.5 of the Warrant. This conversion is exercised with respect to __________ shares (before giving effect to the net exercise) Ordinary Shares of Common Stock of Aura Systems, Inc. the Company (the "“Warrant Stock"Shares”) covered by the Warrant.
(2) . This exercise ☐ IS ☐ IS NOT conditioned upon the completion of the Change of Control Transaction, the Initial Public Offering, the Liquidation, a Tag-Along Sale or a purchase of Transferable Shares that has been described in that certain Transaction Notice, dated , delivered by the Company to the Holder pursuant to Section 2.6 of the Warrant. In exercising the Warrant, the undersigned Holder hereby makes confirms and acknowledges that the representations and warranties set forth on Appendix A hereto in Section 2.2 of the Investors Shareholders Agreement as applied to the undersigned Holder continue to be true and complete as of this date. Capitalized terms used in this Subscription Form and not otherwise defined herein shall have their respective meanings set forth in attached Warrant of which this Subscription Form forms a part. WHEREFORE, the undersigned Holder has executed and delivered the attached Warrant, a Joinder and this Subscription Form as of the date set forth below. Date: [Holder] By: Name: Title: The undersigned is executing and delivering this Joinder Agreement pursuant to that certain Amended and Restated Investors Shareholders Agreement of SMART Global Holdings, Inc. (f/k/a Saleen Holdings, Inc.), a Cayman Islands exempted company (the “Company”), dated as of November 5, 2016 (as amended, supplemented or otherwise modified in accordance with the terms thereof, the “Investors Shareholders Agreement”). Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to them in the Investors Shareholders Agreement. By executing and delivering this Joinder Agreement to the Investors Shareholders Agreement, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Investors Shareholders Agreement as a Warrant Investor. In connection therewith, effective as of the date hereof.
(3) Please issue a certificate or certificates representing such shares , the undersigned hereby makes the applicable representations and warranties contained in Section 2.2 of the Investors Shareholders Agreement. Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the day of , 20 . Signature of Warrant Stock Investor Print Name Warrant Investor Address of Warrant Investor: Telephone: Facsimile: Email: AGREED AND ACCEPTED as of the day of , . SMART GLOBAL HOLDINGS, INC. By: Name: Title: FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all of its rights and interest in the portion of the Warrant (as amended, restated or otherwise modified from time to time, the “Warrant”) representing the number of Warrant Shares set forth below, standing in its name or names specified below: (Name) (Name) (Signature) (Signature) (Address) (Address) (City, State, Zip Code) (City, State, Zip Code) (Federal Tax Identification Number) (Federal Tax Identification Number) (Date) (Date) The undersigned, _____________________ (on the "Holder"), intends to acquire shares books of Common Stock (the "Common Stock") of Aura SystemsSmart Global Holdings, Inc. (f/k/a Saleen Holdings, Inc.), a Cayman Islands exempted company, (the "“Company"”) and represented by the Warrant, to: Name of Permitted Warrant Transferee Address No. of First Tranche Warrant Shares No. of Second Tranche Warrant Shares [•] [•] [•] Capitalized terms used herein but not defined shall have the meaning ascribed to such terms in the Warrant. The undersigned hereby irrevocably instructs and appoints the Company or any successor of the Company as its agent and attorney-in-fact (the “Agent”) to Transfer all of such Warrant Shares on the books of the Company, to register each such Permitted Warrant Transferee as the registered owner thereof and to take all other necessary and appropriate action to effect such transfer and registration, including the issuance of one or more new or replacement Warrants. The Agent may substitute and appoint one or more Persons to act on its behalf. The foregoing power of attorney is coupled with an interest and is irrevocable. [Holder] By: Name: Title: [Permitted Warrant Transferee] By: Name: Title: NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS, AND EXCEPT AS TRANSFERRED OR RESOLD IN COMPLIANCE WITH THE SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN AND IN THE INVESTORS SHAREHOLDERS AGREEMENT (AS DEFINED BELOW). INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Warrant No.: B-[•] Issued on November 5, 2016 As Amended and Restated April 27, 2017 Void after November 5, 2022 This certifies that in consideration of value received by the Company (as defined below), receipt of which is hereby acknowledged, [•], or its Permitted Warrant Transferees (as defined below), is entitled, subject to the terms and conditions of this Warrant, to purchase from the Company pursuant at a price per Warrant Share (as defined below) equal to the exercise or conversion of a Warrant to purchase Common Stock held by the Holder. The Common Stock will be issued to the Holder in a transaction not involving a public offering and pursuant Exercise Price (as defined below) up to an exemption from registration under the Securities Act aggregate of 1933, ninety two thousand and five hundred (92,500) Warrant Shares (subject to adjustment as amended (the "Securities Act"provided herein), and applicable state securities laws. In connection with such purchase and in order to comply with upon surrender of this Warrant at the exemptions from registration relied upon by principal offices of the Company, together with a Subscription Form, a Joinder (in each case as defined below) and simultaneous payment of an amount equal to the Holder representsproduct obtained by multiplying the Exercise Price by the number of Warrant Shares so purchased in lawful money of the United States, warrants and agrees or by an election to net exercise as follows:
(a) set forth in Section 2.5. The Holder is acquiring the Common Stock for its own account, to hold for investment, Exercise Price and the Holder shall not make any sale, transfer or other disposition number and character of the Common Stock in violation of the Securities Act or the General Rules and Regulations promulgated thereunder by the Securities and Exchange Commission or in violation of any applicable state securities law. The Holder is an "accredited investor" Warrant Shares purchasable under this Warrant are subject to adjustment as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.
(b) The Holder has been advised that the Common Stock has not been registered under the Securities Act or state securities laws on the ground that this transaction is exempt from registration, and that reliance by the Company on such exemptions is predicated in part on the Holder's representations set forth provided herein.
(c) The Holder has been informed that under the Securities Act, the Common Stock must be held indefinitely unless it is subsequently registered under the Securities Act or unless an exemption from such registration (such as Rule 144) is available with respect to any proposed transfer or disposition by the Holder of the Common Stock. The Holder further agrees that the Company may refuse to permit the Holder to sell, transfer or dispose of the Common Stock (except as permitted under Rule 144) unless there is in effect a registration statement under the Securities Act and any applicable state securities laws covering such transfer, or unless the Holder furnishes an opinion of counsel reasonably satisfactory to counsel for the Company to the effect that such registration is not required.
Appears in 1 contract