Series D Warrants Sample Clauses

Series D Warrants. The Company agrees to issue to each of the Purchasers Warrants to purchase 300 shares of Common Stock for each Preferred Share purchased. The number of shares of Common Stock issuable upon exercise of each Purchaser’s Warrants issued pursuant to this Agreement is set forth opposite such Purchaser’s name on Exhibit A hereto. The Warrants shall expire five (5) years from the Closing Date and shall have an exercise price per share equal to $4.50.
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Series D Warrants. Simultaneously with the Series D ----------------- Shareholder's purchase of Series D Preferred Stock pursuant to that certain Stock and Warrant Purchase Agreement, between the Company and the Series D Shareholder, dated April 13, 1999, the Company issued to the Series D Shareholder a certain warrant to purchase 660,000 additional shares of Series D Preferred Stock (the "Series D Warrant"), in addition to certain other warrants (the "E&Y Warrants"). The Series D Shareholder hereby agrees to be bound by the obligations set forth in the Series D Warrant to exercise all of the warrants represented by the Series D Warrant upon the occurrence of an Exercise Event (as defined in the Series D Warrant).
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Series D Warrants. The Securities. The term "Securities" refers collectively to (1) the SPRs, Series C Warrants, Series D Warrants and Series B Shares purchased under this Agreement, and (2) any securities (including shares of common stock, par value $0.01 per share of the Company ("Common Stock" or "Common Shares"), Series C Shares, Series D Shares, warrants to purchase Common Shares ("Common Warrants") and warrants to purchase Series B Shares (the "Series B Warrants")), into which any of the foregoing are converted, exchanged or exercised in accordance with the terms thereof and of this Agreement. When issued, the Series B Stock, Series C Stock and Series D Stock will have the designations, relative rights, preferences and limitations set forth in a Certificate of Designations substantially in the form attached as Exhibit 1 (the "Series B Certificate"), Exhibit 2 (the "Series C Certificate") and Exhibit 3 (the "Series D Certificate"), respectively. When purchased, the SPRs, Series C Warrants and Series D Warrants will be evidenced by a certificate substantially in the form attached as Exhibit 4 (the "SPRs Certificate"), Exhibit 7 (the "Series C Warrant Certificate") and Exhibit 8 (the "Series D Warrant Certificate"), respectively. If issued, the Common Warrants and Series B Warrants will be evidenced by a certificate substantially in the form attached as Exhibit 5 (the "Common Warrant Certificate") and Exhibit 6 (the "Series B Warrant Certificate"), respectively. The Series B Warrants, Series C Warrants, Series D Warrants and Common Warrants are collectively known as the "Warrants".
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Series D Warrants. Within three business days of the Series D Triggering Event, the Company shall send to each Preferred Stockholder, by mail, to the address shown for such Preferred Stockholder in the registry for the New Preferred Stock, Series D Warrants, in substantially the form attached hereto as Exhibit C, the number of which will be equal to the product of (i) a fraction, the numerator of which is the number of shares of New Preferred Stock held of record by such Preferred Stockholder on the Series D Triggering Event and the denominator of which is 500,000 and (ii) 189,101 (the "Series D Warrant Amount"); provided however, to the extent that any event occurs after the date of this Agreement but before the date of issuance of the Series D Warrant which would, if such event were to occur after the date of issuance of the Series D Warrants, increase the number of shares of Class B Common Stock for which the Series D Warrants are exercisable, the Series D Warrant Amount shall be proportionately so increased.
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Series D Warrants. If the Company sells more than ----------------- 8,918,856 shares of Stock (the number of any such shares, the "Excess ------ Shares"), then it will issue to each Purchaser and Additional ------ Purchaser warrants (the "Series D Warrants") to purchase additional ----------------- shares of Stock, the exact aggregate number of which shall be equal to the product of (x) a fraction, the numerator of which is the shares of Stock held by such Purchaser or Additional Purchaser (other than Excess Shares) and the denominator of which is 8,918,856, and (y) the aggregate number of Excess Shares. The Series D Warrants, if any, shall be in the form attached hereto as Exhibit J and shall terminate five years after the issuance thereof, unless earlier exercised. The exercise price for the Series D Warrants shall be equal to the Purchase Price hereunder. The holders of the share of Stock issued pursuant to the exercise of the Series D Warrants shall become parties to the Related Agreements upon execution and delivery of the signature pages thereto." (G) Section 7.15 of the Purchase Agreement shall be amended by adding the ------------ following at the end of such Section: "Notwithstanding the foregoing, confidential information shall not include any information that is: (i) in the public domain; (ii) was already known to the receiving party or within the receiving party's possession at the time of receipt thereof from the Company; (iii) received by receiving party from a third party without reasonable basis for receiving party to believe disclosure was made in violation of a confidential agreement with the Company; (iv) approved for disclosure by written authorization of the Company; (v) independently developed by the receiving party, (vi) published or otherwise made available to the public at the time of its receipt by receiving party or subsequently became published or available to the public other than by a breach of this Agreement; and/or (vii) required to be disclosed by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, or similar process." (H) Exhibit A-1 of the Purchase Agreement shall be amended to add the ----------- following entity to the Schedule of Permitted Investors: ValueVision International Inc.
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Series D Warrants. If the Company sells more than 8,918,856 ----------------- shares of Stock (the number of any such shares, the "Excess Shares"), then it ------------- will issue to each Purchaser and Additional Purchaser that did not purchase Excess Shares warrants (the "Series D Warrants") to purchase additional shares ----------------- of Stock, the exact aggregate number of which shall be equal to the product of (x) a fraction, the numerator of which is the shares of Stock held by such Purchaser or Additional Purchaser and the denominator of which 8,918,856, and (y) the aggregate number of Excess Shares. The Series D Warrants, if any, shall terminate five years after the issuance thereof, unless earlier exercised. The exercise price for the Series D Warrants shall be equal to the Purchase Price hereunder. The holders of the shares of Stock issued pursuant to the exercise of the Series D Warrants shall become parties to the Related Agreements upon execution and delivery of the signature pages thereto.
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Series D Warrants. On the date hereof, the Company will issue to the Purchasers Series D Warrants to purchase an aggregate of 4,500,000 Ordinary Shares in the amounts set forth on Schedule 1 attached hereto. The Series D Warrants shall be substantially in the form of Exhibit A attached hereto.
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Series D Warrants. Sabby Healthcare Master Fund, Ltd. 6,328,122 $0.05 Sabby Volatility Warrant Master Fund, Ltd. 6,328,122 $0.05 Sabby Healthcare Master Fund, Ltd. 8,333,333 $0.05 Sabby Volatility Warrant Master Fund, Ltd. 8,333,333 $0.05 The Purchasers agree to promptly exercise a portion of their Series D Warrants pursuant to Section 2.3 below. To induce the Purchasers to exercise the Series D Warrants, the Company agrees to pay to each Purchaser a warrant exercise fee of $0.01 for each share purchased by such Purchaser upon exercise of the Series D Warrants such that the net purchase price of such warrants shall be $0.04 per share. The Company agrees to pay the warrant exercise fees to the applicable Purchaser within one (1) business days after the Company receives the proceeds from exercise of the Series D Warrants. Such warrant exercise fee shall be paid by wire transfer to the account designated by such Purchaser. The payment of the exercise fee pursuant to this agreement shall be the only exercise fee due, notwithstanding any prior agreement between the parties with respect to such fees.
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Related to Series D Warrants

  • Issue Warrants Issue warrants for Borrower’s capital stock.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Purchase Warrants The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock (which is equal to an aggregate of 4% of the Firm Shares sold in the Offering), for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125% of the public offering price of each Firm Share. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

  • New Warrants This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

  • Series A Preferred Stock On the terms and subject to the conditions set forth herein, as soon as practicable after the receipt of the approvals of the Board of Directors of the Company and the stockholders of the Company, including the holders of the Series A Preferred Stock, referred to in Paragraph 5, the Company will amend the terms of the Series A Preferred Stock so that, as amended, the Series A Preferred Stock will have only such rights, preferences and privileges set forth on Exhibit A hereto (as so amended, the "New Preferred Stock"). As set forth in Exhibit A hereto, the New Preferred Stock will offer the holders thereof the options set forth in subparagraphs (a)-(c) below, as such holder may elect. All references herein to the Series A Preferred Stock or the New Preferred Stock shall be deemed to include all rights to dividends or other distributions in respect of such Series A Preferred Stock or the New Preferred Stock. (a) OPTION 1 - CASH. The New Preferred Stock shall be exchangeable at the option of the holder thereof at any time prior to the date which is ten days after the Closing Date (as defined in Paragraph 5 below) for cash in amount equal to 50% of the face value of the New Preferred Stock plus all accrued but unpaid dividends on the Series A Preferred Stock, up to an aggregate amount of $6.4 million face value and accrued and unpaid dividends. If, in the judgment of the Board of Directors of the Company, the Company's financial condition and results of operations permit the Company to permit the exchange for cash of more than $6.4 million face value (plus accrued dividends) of the New Preferred Stock, the terms of the New Preferred Stock will permit the exchange for cash of up to $8.0 million face value (plus accrued and unpaid dividends) of the New Preferred Stock. To the extent that holders of Series A Preferred Stock desire to exchange in the aggregate a greater face value (plus accrued and unpaid dividends) of the New Preferred Stock than is permitted under the terms of the New Preferred Stock, New Preferred Stock will be accepted for exchange by the Company for cash on a pro rata basis based upon the aggregate face value (plus accrued and unpaid dividends) of the New Preferred Stock tendered for exchange.

  • Exercise of Purchase Warrants Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.

  • Private Placement Warrants and Working Capital Warrants The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii) the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in each case these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

  • Rights, Warrants, Etc Pursuant to Instruction, the Custodian shall (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to any agent of such issuer or trustee, for purposes of exercising such rights or selling such securities, and (b) deposit securities in response to any invitation for the tender thereof.

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "First Union National Bank, as Escrow Agent for Vertical Computer Systems, Inc. / Cornell Capital Partners, LP", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).

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