Placement Agent Warrants. The Company agreed to issue to the Placement Agent or its designee(s) that number of warrants equal to three percent (3%) of the number of securities of common stock sold in the Offering in the form of Exhibit A attached hereto (“Placement Agent Warrants”).
Placement Agent Warrants. On the closing date of the Transaction, involving securities, of the Company on which aggregate cash consideration is paid to the Company, the Company shall issue to TGE or its permitted assigns warrants (“Warrants”) to purchase such number of shares of the Company’s common stock as is set forth on Schedule A attached hereto. In addition the Company shall issue to TGE or its permitted assigns warrants (“Warrants”) to purchase such number of the Company’s common stock shares underlying any warrants issued to the purchaser of the Securities as is set forth on Schedule A attached hereto. The exercise price per share and the expiration date of the Warrants shall be the same as the warrants issued to the purchasers of the Securities. All the Warrants shall provide for cashless exercise. After the completion of the Transaction, the Company will prepare for filing with the SEC a Form S-1 Registration Statement to register the resale of all the shares of common stock underlying the Warrants issued in the Transaction. The Company will seek to maintain a current Registration Statement for a period of at least one year or until all shares of such common stock can be freely sold without registration, whichever event occurs first. The Company shall be responsible for all costs incurred in connection with filing said Registration Statement, except that each holder of the Warrant or holder of the common stock underlying the Warrant shall be responsible for all their own personal legal and other professional fees incurred by them. Notwithstanding the registration obligation set forth in this Section 3(b), in the event the Securities and Exchange Commission (the "Commission") or the Company's legal counsel advises the Company that all of the shares of common stock cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform the holders of the common stock and use its commercially reasonable efforts to file such amendments to the initial registration statement as may be required by the Commission and/or (ii) withdraw the initial registration statement and file a new registration statement (a "New Registration Statement'), in either case covering the maximum number of securities permitted to be registered by the Commission on Form S-1 (or on such other form available to register for resale the Securities as a secondary offering.
Placement Agent Warrants. As additional compensation for services rendered, on the Closing Date, the Company shall issue to the Placement Agent or its designees such number of common stock purchase warrants to purchase shares of Common Stock (as defined below) equal to 5.0% of the aggregate number of Securities (as defined below) sold in the Offering (the “Placement Agent Warrants”). The Placement Agent Warrants will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the Closing Date and ending five years from the Closing Date. The exercise price of the Placement Agent Warrants shall be 125% of the public offering price per Share (as defined below) in the Offering. The Placement Agent Warrants will provide for a cashless exercise provision, piggy back registration rights and customary anti-dilution provisions (for stock dividends and splits and recapitalizations) consistent with Rule 5110.
Placement Agent Warrants. On each Closing Date, the Placement Agent shall have received executed copies of the Placement Agent Warrants with respect to such Closing.
Placement Agent Warrants. On each closing date on which Aggregate Consideration is paid or becomes payable, HiEnergy shall issue to Seabury or its permitted assigns warrants (the "Warrants") to provide 10% warrant coverage based on the Aggregate Consideration received from purchasers divided by the exercise price. The exercise price of the Warrants shall be equal to the price at which common equity of the Company is issued (or in the event of a convertible security, the conversion price or exercise price into common equity on the closing date). The Warrants shall be exercisable after the date of issuance and shall expire five years after the date of issuance, unless otherwise extended by the Company. The Warrants shall be substantially in the form of Exhibit 3(b) hereto. The Warrants shall also include piggyback registration rights. The Warrants shall be transferable within Seabury, at Seabury's discretion. Notwithstanding the foregoing, the compensation payable under this section may be paid in HiEnergy common shares, subject to mutual agreement between Seabury and HiEnergy.
Placement Agent Warrants. The Placement Agent Warrants (as defined below), when issued hereunder, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. The shares of Common Stock underlying the Placement Agent Warrants are duly authorized and, when issued and paid for in accordance with the terms of the Placement Agent Warrants, will be validly issued, fully paid and non-assessable. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon exercise of the Placement Agent Warrants. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the maximum number of shares of Common Stock issuable upon exercise of the Placement Agent Warrants (without taking into account any limitations on the exercise of the Placement Agent Warrants set forth therein).
Placement Agent Warrants. Additionally, at each closing, the Placement Agent shall receive one warrant (collectively, the "Placement Warrants," and with the Subscriber Warrants, the "Warrants") with the same terms and conditions as the Warrants for every ten (10) shares sold pursuant to this agreement, except that the exercise price of the Placement Warrants shall be 120% of the Conversion Price in effect on each of such issuance date.
Placement Agent Warrants. Additionally, at each of the Initial Closing and Final Closing, the Placement Agent may receive Warrants (if agreed upon by the Company) to purchase a number of shares of Common Stock not to exceed 5% of the number of Conversion Shares underlying the Debentures issued at such closing at the initial Conversion Price of such Debentures (solely to the extent that such Debentures and Warrants are sold for cash consideration and not to the extent that they are sold in consideration of the cancellation of Prior Notes). The terms of any such Warrants issued to a Placement Agent shall not be more favorable to the Placement Agent than the terms of the Warrants issued to Purchasers hereunder.
Placement Agent Warrants. As additional compensation for the Placement Agent’s services, the Company shall issue to the Placement Agent or its respective designees warrants (“Placement Agent Warrants”) to purchase that number of shares of Common Stock equal to 3% of the aggregate number of Shares sold in the Offering. The Placement Agent Warrants will be exercisable at any time and from time to time, in whole or in part, during the four and one-half (4 1/2) year period commencing 180 days from the last date of Closing of the Offering at a price per share equal to 125% of the offering price per Share sold to Purchasers in the Offering. The Company shall register the public offering and resale of the shares of Common Stock issuable upon exercise of the Placement Agent Warrants on a registration statement filed with and declared effective by the SEC within the time specified in the Purchase Agreement, and Article V of the Purchase Agreement, insofar as it is pertains to the registration of the resale of the shares of Common Stock underlying the Placement Agent Warrants, is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and the covenants of the Company in such Article V are made to, and in favor of, the Placement Agent.
Placement Agent Warrants. At the Closing of this Offering, the Company shall grant to the Placement Agent (or their respective designees), Placement Agent Warrants to purchase a number of shares of Common Stock equal to 10% of the total number of shares of Common Stock into which the Series A Preferred Stock sold in the Offering is convertible as of the Closing (but not any of the Investor Warrants). The Placement Agent Warrants shall be exercisable at a price equal to 100% of the Closing Price.
