Series B Warrant Sample Clauses

Series B Warrant. The Series B Warrant grants to the Holder the ------------------ right to purchase, at any time from May 12, 2000 until 5:00 P.M., New York time, on November 12, 2004, up to an aggregate of 10,000 shares of Common Stock (the "Shares") at an initial exercise price (subject to adjustment as provided in Section 8 hereof) of $.625, per share subject to the terms and conditions of this Agreement. Except as set forth herein, the shares issuable upon exercise of the Series B Warrant are in all respects identical to the shares of Common Stock held by all of the Company's other shareholders.

Series B Warrant. The Exercise Price of the Series B Warrant shall be reduced to $0.20 per share from $0.50 per share. As such, Section 1.2 of the Series B Warrant shall be amended and restated in its entirety to read as follows:

Series B Warrant. The Company expressly acknowledges and agrees that (i) the aggregate amount paid to the Company by Claimant upon all exercises of Claimant’s Series B Warrant equaled $15,000.14 and (ii) the Current Available Amount (as defined in Claimant’s Series C Warrant) as determined under Claimant’s Series C Warrant as of the date of this Agreement is equal to $18,750.18 and can never be less than $18,750.18 because the Series B Prior Aggregate Exercise Amount (as defined in Claimant’s Series C Warrant) as determined under Claimant’s Series C Warrant as of the date of this Agreement is equal to $15,000.14. Claimant hereby agrees that Claimant’s Series B Warrant shall terminate and be of no further force or effect simultaneously with the occurrence of the Closing (as defined in the Claims Exchange Agreement (as defined below)) and that the Company shall have no further obligation to deliver the 1,260,516.30 shares of Common Stock remaining under Claimant’s Series B Warrant, which were previously paid for by Claimant. “Claims Exchange Agreement” means that certain Claims Exchange Agreement, dated as of March 28, 2012, by and between the Company and Cranshire, as may be amended from time to time.

Series B Warrant the number of Ordinary Shares or ADSs acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Ordinary Shares or ADSs are to be determined for the participation in such Distribution (provided, however, that the Holder shall not be entitled to receive any Ordinary Shares or ADSs pursuant to the foregoing right to the extent that this would result in the Holder exceeding the Maximum Percentage, and any such Ordinary Shares or ADSs shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage).

Series B Warrant. The Company expressly acknowledges and agrees that (i) the aggregate amount paid to the Company by Claimant upon all exercises of Claimant’s Series B Warrant equaled $985,000.08 and (ii) the Current Available Amount (as defined in Claimant’s Series C Warrant) as determined under Claimant’s Series C Warrant as of the date of this Agreement is equal to $1,231,250.10 and can never be less than $1,231,250.10 because the Series B Prior Aggregate Exercise Amount (as defined in Claimant’s Series C Warrant) as determined under Claimant’s Series C Warrant as of the date of this Agreement is equal to $985,000.08. Claimant hereby agrees that Claimant’s Series B Warrant shall terminate and be of no further force or effect simultaneously with the occurrence of the Closing and that the Company shall have no further obligation to deliver the 22,868,151.26 shares of Common Stock remaining under Claimant’s Series B Warrant, which were previously paid for by Claimant.

Series B Warrant and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

Series B Warrant which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant ADSs in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant ADSs for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. Unless required by law, the Company shall not do anything that would require the Exercise Price to be adjusted to an amount that is less than the nominal value of an ADS at that time.

Series B Warrant. An amendment to the Series B Warrant extending the expiration date thereof to January 1, 2011 and otherwise substantially in the form of Exhibit “A” attached hereto shall have been executed and delivered by the Company.