Sale of Warrant. This Warrant has not been registered under the Securities Act of 1933, as amended (the "Act"), or under the securities laws of any state. This Warrant, when issued, may not be sold, transferred, pledged, assigned, mortgaged or otherwise disposed of in the absence of (a) an effective registration statement for this Warrant, under the Act, and such registration or qualification as may be necessary under the securities laws of any state, or (b) the prior written consent of the Company, based upon an opinion of counsel satisfactory to the Company, which opinion shall be in form and substance satisfactory to the Company, to the effect that registration under the Act, and registration or qualification under the securities laws of applicable states, are not required. The Company will use reasonable efforts to register the Shares under the Act. The Company is not obligated, and does not intend to, register this Warrant under the Act. This Warrant shall be registered on books of the Company that shall be kept at its principal office for that purpose, and shall be transferable only on such books by the registered owner hereof in person or by duly authorized attorney under surrender of this Warrant properly endorsed, and only in compliance with the next preceding paragraph hereof.
Sale of Warrant. The Warrantholder acknowledges that in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or compliance with another exemption from registration will be required for any disposition of this Warrant or the Warrant Shares. The Warrantholder understands that although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. The Warrantholder also acknowledges that it is not receiving any rights with respect to registration of this Warrant or the Warrant Shares under the Securities Act.
Sale of Warrant. In connection with and in consideration for the offering of the Debentures (the "Offering"), the Company will issue to the Purchasers warrants (the "Warrants") exercisable for two (2) years from the date of issue to purchase from the Company the number of shares of the Company's Common Stock set out opposite the name of each of the Purchasers below, at the respective exercise prices set out below opposite the name of such Purchaser, each such Warrant to be in the form of the Warrant attached hereto as Exhibit B: Purchaser Shares Purchasable Exercise Price per Share --------- ------------------ ------------------------ Cutter 48,000 $1.275 Strathburn 12,000 $1.275
Sale of Warrant. Subject to the terms and conditions contained herein, Seller hereby sells to Purchaser and Purchaser hereby purchases from Seller 7,000,000 warrants (each, a "Warrant"), dated March 13, 2000, each such Warrant entitling its holder to purchase one share of Company common stock ("Common Stock") of DPL Inc. (the "Company") at a price equal to $21.00 per share subject to the adjustment provisions and having the terms and conditions set forth therein. In consideration for such Warrants, Purchaser shall pay Seller $4.45 per Warrant. The total proceeds to the Seller shall equal: $31,115,000.
Sale of Warrant. Upon the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Issuer covenants and agrees to sell to the Purchaser on the Closing Date (as hereinafter defined), a warrant in the form of Exhibit A hereto (the "Warrant") to purchase 37,037 shares of its Common Stock (such shares of Common Stock and other securities issued and issuable upon any exercise of the Warrant or a New Warrant (as defined below), the "Warrant Shares"), at a price equal to $6.75 per share, in exchange for services already rendered in full by the Purchaser in a capital-raising transaction for the Issuer and upon the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Purchaser covenants and agrees to accept from the Issuer on the Closing Date the Warrant as payment for said services.
Sale of Warrant. Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell, transfer, convey, assign and deliver to the Buyer, and the Buyer hereby agrees to purchase and acquire from the Seller, the Warrant and any and all rights and benefits incident to the ownership thereof.
Sale of Warrant. On the Effective Date, the Company shall sell the Warrant to Limited REMI I pursuant to the Warrant Purchase Agreement in exchange for the Warrant Purchase Note.
Sale of Warrant. Warrant Owner hereby agrees (a) to sell the portion of the Warrant remaining following the Warrant Exercise to Parent in consideration of the agreements of Parent set forth in this Agreement (including without limitation the agreements of Parent set forth in Section 2.1 and Section 3), and (b) to duly execute and deliver the Warrant Assignment to Parent contemporaneously with the effectiveness of this Agreement. After such sale and assignment, neither Administrative Agent, Warrant Owner, nor Holder shall have any further rights under the Warrant.
Sale of Warrant. Subject to the terms and conditions of this Agreement, at the Closing the Company will sell and issue to the Purchaser, and the Purchaser will buy the Warrant for a purchase price of one million dollars ($1,000,000) (the "Purchase Price"). If the Warrant is exercised, the Purchase Price shall be applied as a credit against the Exercise Price. If the Warrant is not exercised, the Company shall retain the Purchase Price; provided however, if (a) Purchaser properly terminates the Services Agreement, as defined in Section 5.7 below, pursuant to Section 16(a)(iii) of the Services Agreement, (b) the Company terminates the Services Agreement pursuant to Section 16(b), or (c) the Approval Date, as defined in the Warrant does not occur on or before May 31, 1996, the Company shall refund to Purchaser the Purchase Price, together with interest accrued thereon at the rate set forth in Section 1.1 above; and provided further, if Purchaser terminates the Services Agreement because the Company ordered the Purchaser to make a Great Bay Directed Offer, as that term is defined in the Services Agreement, the Company shall refund a portion of the Purchase Price to Purchaser in an amount equal to the product of the Purchase Price and a fraction, the numerator of which is the number of days from the date upon which notice of termination is presented to the Company by Purchaser in accordance with Section 16(b) of the Services Agreement through September 30, 1996, and the denominator of which is the number of days from the Service Commencement Date, as defined in the Services Agreement, through September 30, 1996. If the Company requires Purchaser to establish a separate trust account to hold Gross Receipts pursuant to Section 4(e) of the Services Agreement and there still is present a circumstance which could entitle Purchaser to a refund of all or a portion of the Purchase Price pursuant to this Section 1.2, the Company shall, at Purchaser's request, deposit the Purchase Price into a separate trust account which will be payable to Purchaser if Purchaser is so entitled under this Section 1.2. Such account will be established on the same or similar terms on which the trust account is established pursuant to the Services Agreement. The cost of such account shall be paid by Purchaser. The Warrant Expiration Date shall mean the earliest to occur of the following: (1) September 30, 1996, if the Seabrook Capacity Factor for the period from the Service Commencement Date through Septemb...
Sale of Warrant. Subject to the terms and conditions hereof, XXXX will issue and sell to DSPG the Warrant to purchase up to one million (1,000,000) shares of Series A Preferred Stock. As consideration for the purchase of the Warrant, DSPG shall transfer to XXXX certain technologies under the terms of the Technology Transfer Agreement, and DSPG shall license certain technologies to XXXX under the terms and conditions of the Non-Exclusive License Agreement.
