Note Warrants Sample Clauses

Note Warrants. Each Purchaser shall be issued Note Warrants to purchase 45,455 shares of the Company’s common stock, par value $0.0001, for each $100,000 of Purchase Price purchased at an initial exercise price per share of $0.55 and a term of five (5) years. The terms of the Note Warrants shall be substantially as set forth in the form of Note Warrant attached hereto as Exhibit B.
Sample 1
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Note Warrants. The obligation of the Company to issue the 6% Notes and the 6% Note Warrants hereunder to each Purchaser and to amend certain 2% Notes and 2% Note Warrants of such Purchaser is subject to the satisfaction, or waiver by the Company, at or before the Closing Date, of each of the following conditions:
Sample 1
Note Warrants. Each of the Purchasers shall be issued Note Warrants on a pro rata basis to purchase an aggregate of 10,000 shares of Common Stock (each a “Warrant Share” and collectively, the “Warrant Shares”) for each $100,000 principal amount of Notes issued pursuant hereto. The Note Warrants, in substantially the form attached hereto as Exhibit C, shall expire five (5) years following the applicable Closing Date and have an initial exercise price per Warrant Share of $2.00.
Sample 1
Note Warrants. Magellan agrees and acknowledges that the $60,000,000 Tranche 1 and Tranche 2 payment for the fifth Contract Year, as contemplated by the Original Agreement, has been fully earned and is due and payable (Aetna agrees and acknowledges, however, that the $60,000,000 Magellan owes to Aetna under the Original Agreement will not become an administrative expense within the meaning of 11 U.S.C. Section 503, solely by virtue of Magellan’s assumption of this Amendment under 11 U.S.C. Section 365). In settlement of the $60,000,000 payment owed to Aetna, Magellan Health Services, Inc. shall, on the date of the effectiveness of Magellan’s Plan of Reorganization (the “Plan Effective Date”), (x) pay to Aetna $15,000,000 in cash and (y) deliver to Aetna a promissory note (the “Note”) in an amount and on the terms and conditions (including provisions as to principal, interest, maturity, repayment and prepayment) set forth on Exhibit F attached hereto. In addition, in consideration of the other agreements of Aetna under this Agreement, Magellan Health Services, Inc. shall (i) issue to Aetna warrants (the “Warrants”) in an amount and on the terms and conditions (including provisions as to strike price, term, exercisability, antidilution and other exit rights) set forth on Exhibit G attached hereto; provided, that if Magellan grants terms or conditions to any other warrantholder that are more favorable to such warrantholder than the terms and conditions set forth on Exhibit G, then the Warrants shall have such more favorable terms and conditions; and (ii) grant Aetna one demand registration right (that will not be underwritten) and unlimited piggyback registration rights (collectively, the “Registration Rights”) with respect to the Magellan Health Services, Inc. common stock received upon exercise of the Warrants for so long as such common stock constitutes “Registrable Securities” (as defined in the Restructuring Term Sheet). The Registration Rights will be documented by a registration rights agreement substantially identical to the registration rights agreement to be entered into by Magellan Health Services, Inc. and the other recipients of “New Common Stock” (as defined in the Restructuring Term Sheet). On or prior to the Plan Effective Date, Aetna shall pay Magellan an amount equal to the net settlement amount due ($3,584,903.50 from Aetna to Magellan under the letter agreement dated December 20, 2002 between Aetna and Magellan, plus interest on that amount from December...
Sample 1
Note Warrants. (i) AP NH, LLC shall not have exercised, ------------- sold or otherwise transferred the Note Warrants to any other Person, (ii) AP NH, LLC, Parent and the Miraval Lender shall have reasonably accepted the form of the Subordination Documents as provided in Section 2.5(d), it being agreed that the condition set forth in this clause (ii) of this Section 6.1(m) shall be deemed to have been satisfied if the Miraval Lender (subject to Section 2.5(d) of the Original Amendment, as amended by this First Amendment) unreasonably withholds approval of the issuance of the Subordinated Note or the granting of the Second Mortgage, and (iii) AP NH, LLC shall have executed and delivered to Parent and/or the Miraval Lender such of the Subordination Documents as are reasonably required to be executed and delivered by AP NH, LLC.
Sample 1

Related to Note Warrants

  • Private Warrants On the Closing Date and the Option Closing Date, as applicable, the Private Warrants have been purchased as provided for in the Subscription Agreements and the purchase price for such securities shall be deposited into the Trust Account.

  • Issue Warrants Issue warrants for Borrower’s capital stock.

  • Private Placement Warrants; Forward Purchase Warrants 2.6.1 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:

  • Stock Warrants Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants shall be granted in accordance with, and subject to the following:

  • New Warrants This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

  • Purchase Warrants The Company hereby agrees to issue and sell to the Representatives (and/or their designees) on the Closing Date option (“Representatives’ Warrants”) for the purchase of an aggregate of [●] shares of Common Stock, representing 5% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Representatives’ Warrant agreement, in the form attached hereto as Exhibit A (the “Representatives’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to 120% of the initial public offering price of the Firm Shares. The Representatives’ Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Securities.” The Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

  • Forward Purchase Warrants The Forward Purchase Warrants shall have the same terms and be in the same form as the Public Warrants.

  • Exercise of Purchase Warrants Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at each Closing and the Company agrees to sell and issue to each Buyer, severally and not jointly, at each Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer’s name on Schedule I hereto.

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