Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give reasonable written notice thereof to the Warrant Agent, which notice shall state the Warrant Price and any new or amended terms resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall have no duty or obligation under this Agreement to determine whether any event requiring adjustment under this Section 4 has occurred or are scheduled or contemplated to occur or to calculate any of the adjustments set forth herein.
Appears in 14 contracts
Samples: Warrant Agreement (InspireMD, Inc.), Warrant Agreement (InspireMD, Inc.), Warrant Agreement (InspireMD, Inc.)
Notices of Changes in Warrant. Upon every any adjustment of the Warrant Exercise Price or the number of shares issuable upon exercise of a Warrant, the Company shall give reasonable prompt written notice thereof to the Warrant Agent, which notice shall state the Warrant Exercise Price and any new or amended terms resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is was based. Upon every The Warrant Agent shall have no obligation under any Section of this Agreement to determine whether an adjustment event has occurred or to calculate any of the Warrant Price adjustments set forth herein, and shall be fully protected in relying on such certificate and on any adjustment or statement contained therein and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of any such adjustment or any such event unless and until it shall have received such certificate. Upon the number occurrence of shares issuable upon exercise of a Warrantany such adjustment, the Company shall give written notice of the occurrence of such event to each holder of a WarrantWarrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall have no duty or obligation under this Agreement to determine whether any event requiring adjustment under this Section 4 has occurred or are scheduled or contemplated to occur or to calculate any of the adjustments set forth herein.
Appears in 4 contracts
Samples: Warrant Agreement (NEXGENT Inc.), Warrant Agreement (Crush Capital Inc.), Warrant Agreement (M&m Media, Inc.)
Notices of Changes in Warrant. Upon every adjustment of the Warrant Exercise Price or the number of shares issuable upon exercise of a Warrant, the Company shall give reasonable written notice thereof to the Warrant Agent, which notice shall state the Warrant Exercise Price and any new or amended terms resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon every adjustment of the Warrant Exercise Price or the number of shares issuable upon exercise of a Warrant, the Company shall give prompt written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall have no duty or obligation under this Agreement to determine whether any event requiring adjustment under this Section 4 has occurred or are scheduled or contemplated to occur or to calculate any of the adjustments set forth herein.
Appears in 3 contracts
Samples: Warrant Agreement (InspireMD, Inc.), Warrant Agreement (InspireMD, Inc.), Warrant Agreement (InspireMD, Inc.)
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares Common Shares issuable upon exercise of a Warrant, the Company shall give reasonable reasonably prompt written notice thereof to the Warrant Agent, which notice shall state the Warrant Price and any new or amended exercise terms including the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares Common Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon every The Warrant Agent shall have no obligation under any section of this Agreement to determine whether an event requiring such adjustment has occurred, nor to calculate any of the Warrant Price adjustments set forth herein or to investigate or confirm the Company’s determination of the number of shares issuable upon exercise Common Shares to be issued on such exercise. Upon the occurrence of a Warrantany event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall have no duty or obligation under this Agreement to determine whether any event requiring adjustment under this Section 4 has occurred or are scheduled or contemplated to occur or to calculate any of the adjustments set forth herein.
Appears in 2 contracts
Samples: Warrant Agreement (CA Healthcare Acquisition Corp.), Warrant Agreement (LumiraDx LTD)
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares Warrant Shares issuable upon exercise of a Warrant, the Company shall give reasonable written notice thereof to the Warrant Agent, which notice shall state the Warrant Price and any new or amended terms resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price Warrant Shares which may be subscribed for and purchased upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon every adjustment the occurrence of the Warrant Price any event specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5 or the number of shares issuable upon exercise of a Warrant4.6, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall have no duty or obligation under any Section of this Agreement to determine whether any such adjustment event requiring adjustment under this Section 4 has occurred or are scheduled or contemplated to occur or to calculate any of the adjustments set forth herein. The Warrant Agent shall be fully protected in relying on any such notice and on any adjustment therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, such adjustment unless and until it shall have received such notice.
Appears in 1 contract
Samples: Warrant Agreement (Tritium DCFC LTD)
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares Common Shares issuable upon exercise of a Warrant, the Company shall give reasonable reasonably prompt written notice thereof to the Warrant Agent, which notice shall state the Warrant Price and any new or amended terms exercise terms, including the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares Common Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon every The Warrant Agent shall have no obligation under any section of this Agreement to determine whether an event requiring such adjustment has occurred, nor to calculate any of the Warrant Price adjustments set forth herein or to investigate or confirm the Company’s determination of the number of shares issuable upon exercise Common Shares to be issued on such exercise. Upon the occurrence of a Warrantany event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall have no duty or obligation under this Agreement to determine whether any event requiring adjustment under this Section 4 has occurred or are scheduled or contemplated to occur or to calculate any of the adjustments set forth herein.
Appears in 1 contract
Samples: Warrant Agreement (Volta Inc.)
Notices of Changes in Warrant. Upon every adjustment of the Warrant Exercise Price or the number of shares Warrant Shares issuable upon exercise of a Warrant, the Company shall give reasonable prompt written notice thereof to the Warrant Agent, which notice shall state the Warrant Exercise Price and any new or amended terms resulting from such adjustment and the increase or decrease, if any, in the number of shares Warrant Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall have no duty be entitled to rely conclusively on, and shall be fully protected in relying on, any certificate, notice or obligation under this Agreement instructions provided by the Company with respect to determine whether any event requiring adjustment under this Section 4 has occurred or are scheduled or contemplated to occur or to calculate any of the adjustments set forth hereinExercise Price or the number of shares issuable upon exercise of a Warrant, or any related matter, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with any such certificate, notice or instructions or pursuant to this Warrant Agreement. The Warrant Agent shall not be deemed to have knowledge of any such adjustment unless and until it shall have received written notice thereof from the Company.
Appears in 1 contract