TargetCo Warrants Sample Clauses

TargetCo Warrants. At the Time of Closing, each of the TargetCo Securityholders that are holders of warrants (each, a “TargetCo Warrant”) shall dispose of their respective right to acquire TargetCo Shares under the outstanding TargetCo Warrant held by such TargetCo Securityholder at that time and those outstanding TargetCo Warrants shall be deemed immediately cancelled. In consideration for the disposition by a TargetCo Securityholder of each right to acquire one TargetCo Share under a TargetCo Warrant, the TargetCo Securityholder shall receive the right to acquire one Purchaser Share (each a “Purchaser Warrant”), rounded down to the nearest whole number of Purchaser Shares. The exercise price under each Purchaser Warrant will be equal to the exercise price at the Closing Time under the particular TargetCo Warrant that was cancelled in consideration for such Purchaser Warrant.
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TargetCo Warrants. Pursuant to this Agreement, the TargetCo Securityholders that are (i) holders of warrants to purchase shares of Seed Stock (each, a “Seed Warrant”), (ii) holders of warrants to purchase shares of B-1 Stock (each, a “B-1 Warrant”), and (iii) holders of warrants to purchase shares of B-2 Stock (each, a “B-2 Warrant”) will not be exchanged for warrants to purchase securities of the Purchaser. Instead, the Seed Warrants, B-1 Warrants and B-2 Warrants will remain outstanding and the Purchaser will assume and honor such TargetCo Warrants, subject to their being an exemption from the prospectus requirements available to the Purchaser under NI 45-106 for the issuance of the Purchaser Securities upon exercise of the TargetCo Warrants, as follows: (a) prior to a Going Public Transaction, holders of Seed Warrants and B-1 Warrants will be entitled to receive upon the exercise of such Seed Warrants and B-1 Warrants in accordance with their terms and conditions, one (1) Class B Series Seed Share or Class B Series B-1 Share for each Seed Warrant and B-1 Warrant, as applicable; however, upon the completion of a Going Public Transaction, holders of Seed Warrants and B-1 Warrants will be entitled to receive upon the exercise of such Seed Warrants and B-1 Warrants in accordance with their terms and conditions, one (1) Common Share for each Seed Warrant and B-1 Warrant, as applicable; and (b) prior to a Going Public Transaction, holders of B-2 Warrants will be entitled to receive upon the exercise of such B-2 Warrants in accordance with the terms and conditions, one (1) Class C Series B-2 Share for every one hundred (100) B-2 Warrants; however, upon the completion of a Going Public Transaction, holders of B-2 Warrants will be entitled to receive upon the exercise of such B-2 Warrants in accordance with the terms and conditions, one (1) Class A Common Share for every one hundred (100) B-2 Warrants. To the extent a TargetCo Securityholder holding B-2 Warrants who exercises such B-2 Warrants is to receive a fractional Class C Series B-2 Share or Class A Common Share, as applicable, that entitlement will be rounded up or down to the nearest second decimal place. For greater certainty, in the event any holder of B-2 Warrants exercises nine hundred ninety-nine (999) B-2 Warrants, such holder will be issued nine and ninety-nine one hundreths (9.99) Class C Series B-2 Shares or Class A Common Shares, as applicable. None of the Seed Warrants, B-1 Warrants or B-2 Warrants or the Class ...
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Related to TargetCo Warrants

  • Post-IPO Warrants The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed upon by the Company.

  • Representatives Warrants The Company hereby agrees to issue to the Representative (and/or its designees) (i) at the Closing Time a warrant (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the number of shares of Common Stock issued on such Date of Delivery. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Applicable Time and expiring on the five-year anniversary of the Applicable Time at an initial exercise price per share of Common Stock of $[ ● ], which is equal to 125% of the initial public offering price of the Initial Securities. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are 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 Agreement and the underlying shares of Common Stock during the one hundred and eighty (180) days after the Applicable Time 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 and eighty (180) days following the Applicable Time 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. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

  • Insider Warrants On the Closing Date, the Insider Purchasers shall have purchased the Insider Warrants and the purchase price for such Insider Warrants shall be deposited into the Trust Fund.

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

  • Placement Warrants The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and, when issued in accordance with the terms of the Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

  • Lost Warrants The Company represents and warrants to the Holder hereof that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant, the Company, at its expense, will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.

  • The Warrants The Warrants shall have the terms and conditions and be in the form attached hereto as Exhibit B.

  • Private Warrants On the Closing Date and the Option Closing Date, as applicable, the Private Warrants have been purchased as provided for in the Subscription Agreements and the purchase price for such securities shall be deposited into the Trust Account.

  • 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.

  • Exchangeable for Multiple Warrants This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional shares of Common Stock shall be given.

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