The Series D Warrants Sample Clauses

The Series D Warrants. At the time of the Closing, the Company shall have also authorized the issuance at the Closing of Series D Preferred Stock warrants (the "Series D Warrants" and, together with the Common Stock Warrants, the "Warrants") for up to an aggregate maximum of 93,333,333 additional shares of Series D Preferred Stock. The Series D Warrants shall be exercisable at a purchase price of $0.001 per share (subject to adjustment as provided therein) and shall be in the form set forth in Exhibit 1.03 hereto. The Series D Warrants shall be issued to the Purchasers based on the respective percentage amounts listed on Exhibit 1.01 under the heading "Warrant Percentages", which percentage for each Purchaser shall be based upon a fraction, the numerator of which is the cash dollar amount paid by such Purchaser under this Agreement for Committed Series D Preferred Shares and the denominator of which is the aggregate cash dollar amount paid by all Purchasers under this Agreement for Committed Series D Preferred Shares. The term "Warrants" shall also include any warrant delivered in exchange or replacement of the "Warrants."
Sample 1
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The Series D Warrants. At the Series D Closing, the Company shall issue to each Purchaser three Common Stock purchase warrants (the "Series D Warrants"), in accordance with the following terms: (i) one Series D Warrant shall entitle the Purchaser to acquire 0.66666 shares of Common Stock for each share of Preferred Stock being purchased by that Purchaser at a price per share equal to 125% of the average Per Share Market Value for the ten trading days immediately preceding the Closing Date (the "Average Price") in accordance with the terms thereof and shall be exercisable through the date that is three years after the Closing Date, (ii) one Series D Warrant shall entitle the Purchaser to acquire 0.66666 shares of Common Stock for each share of Preferred Stock being purchased by that Purchaser at a price per share equal to 135% of the Average Price in accordance with the terms thereof and shall be exercisable through the date that is four years after the Closing Date, and (iii) one Series D Warrant shall entitle the Purchaser to acquire 1.0 share of Common Stock for each share of Preferred Stock being purchased by that Purchaser at a price per share equal to 150% of the Average Price in accordance with the terms thereof and shall be exercisable through the date that is five years after the Closing Date.
Sample 1

Related to The Series D Warrants

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

  • 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:

  • 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.

  • 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:

  • 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.

  • Purchase of Preferred Shares Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, the number of Preferred Shares set forth below such Purchaser’s name on the signature page of this Agreement at a per Preferred Share price equal to the Purchase Price.

  • 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 Notes and Warrants On the Closing Date, the Subscriber will purchase the Notes and Warrants as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

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