Springing Warrant Sample Clauses

Springing Warrant. In the event of an Event of Default that has not been cured for 180 days, then-current Lenders will be issued, on a pro-rata basis based on outstanding Term Loans owing to such lenders, an additional warrant to purchase 5.0% of the Conv Pref of NewCo on a fully diluted basis as of date of exercise, at an exercise price of $0.01 per share (the “Springing Warrants” and, collectively with the Initial Warrant and the Additional Warrants, the “Warrants”). [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. The Springing Warrants will have a 7-year term (from the Closing Date) and will be exercisable in part or in full at any time during such term. Subject to the following sentence, the Springing Warrants shall be reduced to 0% of the Conv Pref of NewCo if the Borrower achieves ▇▇▇▇▇▇▇ Success (as defined below) within 6 months of the Closing Date. If the Springing Warrants have been reduced to 0% as a result of achieving ▇▇▇▇▇▇▇ Success, the Springing Warrants will be reinstated (on the original terms) in the event of a Warehouse CoC Violation (as defined in Appendix A).
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Springing Warrant. Upon receipt of evidence satisfactory to the Company of the loss, theft, mutilation or destruction of any Springing Warrant, and in the case of any such loss, theft or destruction upon delivery of a bond of indemnity in such form and amount as shall be reasonably satisfactory to the Company, or in the event of such mutilation upon surrender and cancellation of the Springing Warrant, the Company will make and deliver a new Springing Warrant, of like tenor, in lieu of such lost, stolen, destroyed or mutilated Springing Warrant. Any Springing Warrant issued under the provisions of this Section 7 in lieu of any Springing Warrant alleged to be lost, destroyed or stolen, or of any mutilated Springing Warrant, shall constitute an original contractual obligation on the part of the Company.
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Related to Springing Warrant

  • Investor Rights Agreement The Investor Rights Agreement substantially in the form attached hereto as Exhibit B shall have been executed and delivered by the parties thereto.

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

  • Commitment Shares On or before the Closing Date, the Company shall issue the Commitment Shares to the Buyer.

  • PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES The Firm Common Shares. The Company agrees to issue and sell to the several Underwriters the Firm Common Shares upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Common Shares set forth opposite their names on Schedule A. The purchase price per Firm Common Share to be paid by the several Underwriters to the Company shall be $[___] per share. The First Closing Date. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of NMS, 600 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California (or such other place as may be agreed to by the Company and the Representatives) at 6:00 a.m. San Francisco time, on [___],or such other time and date not later than 10:30 a.m. San Francisco time, on [___]as the Representatives shall designate by notice to the Company (the time and date of such closing are called the "First Closing Date"). The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [___] Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common

  • Counterparty Share Repurchases Counterparty agrees not to repurchase, directly or indirectly, any Shares if, immediately following such purchase, the Outstanding Share Percentage would be equal to or greater than 4.5%. The “Outstanding Share Percentage” as of any day is the fraction (1) the numerator of which is the aggregate of the Number of Shares for this Transaction and the “Number of Shares” under each Additional Equity Derivative Transaction that is a share forward transaction and (2) the denominator of which is the number of Shares outstanding on such day.