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. 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. We have issued three types of warrants to the Placement Agent, Placement Agent Stock Offering Warrants, Placement Agent Common Stock Warrants, and Placement Agent December 2013 Offering Warrants.
Placement Agent Warrants. In addition to compensation described in Section 5(a), CIM shall also be entitled to the issuance of Five (5) year Term cashless exercisable placement agent warrants (“Placement Agent Warrants” or “Warrants”) as described herein. Upon successful completion of an Equity and/or Debt Transaction, the Company shall issue to CIM, or its assignees, warrants for the purchase of an amount equal to Seven Percent (7.0%) of the number of total shares of stock at the same exercise price as paid for the Common Equity (See Exhibit C). Should the Company source any accredited, suitable & sophisticated investors on its own, then CIM would only be paid One Percent (1.0%) of the share amounts in Warrants. The Placement Agent Warrants shall be substantially in the form attached hereto as Exhibit B and be exercisable into common stock as well as shall be dated for Five (5) years after the Transaction closes, non-callable, non-cancelable, assignable Warrants with immediate piggy-back registration rights and cashless exercise provisions. The warrants shall provide for automatic exercise immediately prior to expiration. (Exhibit B). Such Warrants would not be payable until a Transaction is consummated, and Warrants shall be paid for by a minimal $100 cost for said Warrants but then shall be subsequently exercisable at the same price the investors receive in the Transaction ($3.33).
Placement Agent Warrants these securities have not been registered with the united states securities and exchange commission or the securities commission of any state pursuant to an exemption from registration under regulation d promulgated under the securities act of 1933, as amended (the “act”). this warrant shall not constitute an offer to sell nor a solicitation of an offer to buy the securities in any jurisdiction in which such offer or solicitation would be unlawful. the securities are “restricted” and may not be resold or transferred except as permitted under the act pursuant to registration or exemption therefrom. COMMON STOCK PURCHASE WARRANT To Purchase Shares of Par Value Series B Preferred (“Preferred Stock”) of No. W[] _________ Shares iCURIE, INC. THIS CERTIFIES that, for value received, ___________________, (the “Purchaser” or “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date hereof and on or prior to 5:00 p.m. New York City Time on the date that is five years after the date hereof (the “Termination Date”), but not thereafter, to subscribe for and purchase from iCurie, Inc., a Nevada corporation (the “Company”), _________ shares (such shares the “Warrant Shares”) of Series B Preferred stock, par value $0.001, of the Company (“Preferred Stock”), at an exercise price of $1.50 per share (the “Exercise Price”). The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
Placement Agent Warrants. On the Closing Date, the Company shall have delivered to the Placement Agents an executed copy of the Placement Agent Warrants in such designations as requested by the Placement Agents.
Placement Agent Warrants. On each date of a Financing on which BFNH issues Securities to an investor (the "Purchaser"), BFNH shall issue to TGE or its permitted assigns warrants (the "Warrants") to purchase such number of shares of the common stock of the Company equal to 7.5% of the aggregate number of shares of common stock of the Company issued and issuable by the Company under and in connection with that portion of the Financing received from La Jolla Cove Investors, Inc., or 10% in connection with that portion of the Financing received from any other investor introduced by TGE to the Company. The number of shares of common stock issuable upon exercise of the Warrants shall include all shares of common stock issuable under the Securities, including, without limitation, shares issuable upon conversion or exercise of the Securities. The Warrants shall provide for cashless exercise provided that BFNH does not meet the Registration requirement as defined in the term sheet, (even if the Purchasers do not have such right). In the event BFNH does meet the Registration requirement, TGE hereby agrees to waive the cashless exercise provision in connection with the Warrants. In addition, the Warrants shall have terms and conditions identical to the Securities purchased by the Purchasers. The exercise price per share of the Warrants shall be equal to the effective price per share paid by the Purchasers for the Securities (or in the event of a convertible security, the conversion price or exercise price per share of common stock 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 include registration rights identical to those of the Securities issued in the Financing. The Warrants shall be transferable within TGE or to its assigns or designees, at TGE's discretion.
Placement Agent Warrants. You will issue to the Placement Agent warrants to purchase a number of shares of the Company’s common stock equal to 5% of the number of Units sold. Each warrant will be exercisable to purchase one (1) share of common stock at an exercise price of $ per share (165% of the offering price) and will have a term of five (5) years. For the avoidance of doubt, in no event will the Placement Agent Warrants be exercisable or convertible more than five (5) years from the effective date of the Registration Statement pursuant to FINRA Rule 5110(f)(2)(G)(i). The warrants to be acquired by the Placement Agent may not (except to certain affiliates of the Placement Agent) be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the commencement of the offering in accordance with FINRA Corporate Finance Rule 5110(g)(1). The anti-dilution provisions of the warrants to be issued to the Placement Agent will comply with FINRA Corporate Financing Rule 5110(f)(2)(G).
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.
