Placement Agent Warrants. As additional compensation for the services rendered by the Placement Agent, the Company shall issue to the Placement Agent on the Closing Date warrants (the “Placement Agent Warrants”) to purchase a number of shares of common stock equal to 8% of the aggregate number of shares issuable upon conversion of the convertible preferred stock issued in the Offering on the Closing Date. In addition, in the event that any warrants to purchase preferred stock that are issued on the Closing Date are exercised on or before June 30, 2020, the Company shall issue to the Placement Agent within two trading days of the exercise of those warrants to purchase preferred stock (the “Newly Issued Preferred Stock”) additional placement agent warrants (the “Additional Warrants”) to purchase an additional number of shares of common stock equal to 8% of the number of shares of common stock that would be issuable upon conversion of the Newly Issued Preferred Stock at the initial conversion price set forth in the Series D Preferred Stock Certificate of Designations (i.e., $1.00), and without the application of any price protection provisions set forth in the Series D Preferred Stock Certificate of Designations. The Placement Agent Warrants and any Additional Warrants issued will be in a form reasonably acceptable to the Placement Agent. For purposes of clarity, the form of placement agent warrant previously utilized by the Company and the Placement Agent shall be deemed “reasonable” for these purposes, subject to certain reasonable adjustments (e.g., taking into account the provisions of this Section 2(b), the inability of the Company to reserve a sufficient number of shares of common stock underlying the warrants until shareholder approval of an increase in the Company’s authorized shares of common stock is obtained, etc.). The Placement Agent Warrants and any Additional Warrants issued will be exercisable six months following the date of their issuance at a price per share of Common Stock of $1.13; and will contain traditional anti-dilution protection (for stock dividends and splits and recapitalizations), a cashless exercise feature, and shall have a term of five years from the date they become exercisable. The warrants shall not provide for “price protection” nor shall they contain registration rights.
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. 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 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. The Company agreed to issue to the Placement Agent or its designee(s) that number of warrants equal to two percent (2%) 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. 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.
