Repricing of Warrants. Subject to the terms and conditions of this Agreement, the Company agrees to issue Repriced Warrants to replace the Existing Warrants held by the Holders, such that the exercise price per share of the Repriced Warrants shall be Fifteen Cents ($0.15) . The Holder agrees to cancel and surrender to the Company its Existing Warrants. The Repriced Warrants and the shares of Common Stock of the Company ("COMMON STOCK") issuable upon exercise of the Repriced Warrants (the "SHARES") are collectively referred to herein as the "SECURITIES."
Repricing of Warrants. The Company hereby agrees, effective August 1, 2024, to reduce the exercise price of the February Warrants to the Minimum Price (as defined under the rules of the Trading Market) on August 1, 2024. The Company hereby further agrees to reduce the exercise price of the Other Warrants to the lower of the (i) closing price of the Common Stock on the date hereof or (ii) closing price of the Common Stock on the Shareholder Approval Date (in each case, subject to adjustment of stock splits, stock dividends or similar events) (the “Other Warrant Amendment”), effective on the date on which approval of the shareholders of the Company with respect to the Other Warrant Amendment (the “Shareholder Approval”) is received and deemed effective (the “Shareholder Approval Date”). In the event that the Shareholder Approval is not obtained, the Other Warrant Amendment shall be null and void and the provisions of the Other Warrants in effect prior to the date hereof shall remain in effect. In addition, the Company shall, on or prior to the date that is ninety (90) days following the date hereof, obtain Stockholder Approval, with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company shall either (i) obtain a written consent in lieu of a meeting from its stockholders or (ii) solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management appointed proxyholders shall vote their proxies in favor of such proposals. In the case of a meeting of stockholders, if the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting every ninety (90) days thereafter to seek Stockholder Approval until the earlier of the date on which Stockholder Approval is obtained or the Other Warrants are no longer outstanding. The Company shall file a definitive proxy statement on Schedule 14A for the purpose of obtaining Stockholder Approval, which shall be filed with the Commission within sixty (60) days from the date hereof. Each Purchaser covenants that if such Purchaser holds any Shares as of the record date of such meeting, such Purchaser shall not vote such Shares on the proposal for Stockholder Approval at such meeting to the extent restricted by the rules and regulations of the Nasdaq Stock Market.
Repricing of Warrants. Upon the Closing of the Transactions, in consideration of the purchase of the Company Shares, the Company shall reprice the exercise price of the Warrants at $.80 per share.
Repricing of Warrants. As additional consideration for this Agreement, on the Closing Date, upon the terms and subject to the conditions set forth in the Warrant Reprice Agreement, the Company shall decrease the exercise price of the Warrants to $1.50 per share. All other terms of the Warrants shall remain in effect, and shall not be altered or amended by this Agreement or the Warrant Reprice Agreement.
Repricing of Warrants. As soon as reasonably practicable following the Closing Victory shall take such steps as may be necessary to amend the exercise price of the warrants of Victory that are listed on Schedule 5.4 to reflect an exercise price $0.04. Navitus acknowledges and agrees that such repricing of the Warrants may require Victory to make certain filings with Commission, including the filing of a Schedule TO and that such filings may be reviewed by the Commission, which may result in delays in effectuating such repricing.
Repricing of Warrants. Subject to the terms and conditions of this Agreement, the Company hereby reprices the Original Warrants held by the Holder, such that the exercise price per share of common stock is $1.50 as to all underlying shares.
Repricing of Warrants. Effective upon the Closing Date, the Company shall cause the exercise price under certain of the 2016 Warrants previously issued under the 2016 SPA to be adjusted down to a new exercise price equal to the Conversion Price from the current exercise price of $1.15. In order to reduce 100% of their existing 2016 Warrants to the Conversion Price, a Purchaser is required to purchase the lower of $200,000 or 50% of their original invested amount under the 2016 SPA. If the Purchaser invests less than $200,000 or 50% of the amount invested under the 2016 SPA, the percentage of 2016 Warrants whose conversion price is adjusted would be reduced ratably based on the lower invested amount. For clarity, a Purchaser who invested $1,000,000 under the 2016 SPA would be required to invest at least $200,000 under this Agreement in order to have 100% of such Purchaser’s existing 2016 Warrants exercise price being reduced to the new Conversion Price. If the same Purchaser invested $150,000 under this Agreement, 75% of his or her 2016 Warrants would be reduced to the new Conversion Price and the remaining Warrants would be unaffected. After Closing the Company shall provide each Purchaser with confirmation of the resulting adjustments and shall issue replacement warrants, or an amendment to the existing warrants, to reflect such adjustments.
