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. B. The Securities. The term "
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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."
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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 Series F Warrants: 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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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. 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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Related to Series D Warrants

  • Stock Warrants Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants shall be granted in accordance with, and subject to the following:

  • Private Placement Warrants; Forward Purchase Warrants 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

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

  • Preferred Shares Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the "current per share market price" of the Preferred Shares shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Preferred Shares cannot be determined in the manner described in Section 11.4.1, the "current per share market price" of the Preferred Shares shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Shares occurring after the date of this Agreement) multiplied by the current per share market price of the Common Shares (as determined pursuant to Section 11.4.1). If neither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, or if on any such date neither the Common Shares nor the Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Preferred Shares, "current per share market price" of the Preferred Shares shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the "current per share market price" of one one-hundredth of a Preferred Share shall be equal to the "current per share market price" of one Preferred Share divided by 100.

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

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • Purchase Warrants The Company hereby agrees to issue and sell to the Representatives (and/or their designees) on the Closing Date option (“Representatives’ Warrants”) for the purchase of an aggregate of [●] shares of Common Stock, representing 5% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Representatives’ Warrant agreement, in the form attached hereto as Exhibit A (the “Representatives’ 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 120% of the initial public offering price of the Firm Shares. The Representatives’ Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Securities.” The Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Warrant Agreement 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 Representatives’ 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 Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

  • Underlying Warrants At any time after exercise by the Holder of this Purchase Option, the Holder may exchange his Warrants (with a $6.25 exercise price) for Public Warrants (with a $5.00 exercise price) upon payment to the Company of the difference between the exercise price of his Warrant and the exercise price of the Public Warrants.

  • Options, Rights, Warrants and Convertible and Exchangeable Securities In case the Company shall at any time after the date hereof issue options, rights or warrants to subscribe for shares of Stock, or issue any securities convertible into or exchangeable for shares of Stock, for a consideration per share less than the Exercise Price in effect or the Market Price immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, or without consideration, the Exercise Price in effect immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, as the case may be, shall be reduced to a price determined by making a computation in accordance with the provisions of Section 8.1 hereof; PROVIDED, that:

  • Purchase of Debentures and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Debentures and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

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