The Warrant. Certificates for the Warrants shall be issued in registered form only. The text of the Warrant Certificate, including the form of assignment and subscription printed on the reverse side thereof, shall be substantially in the form of Exhibit A annexed hereto, which text is hereby incorporated in this Agreement by reference as though fully set forth herein and to whose terms and conditions the Company and the Warrant Agent hereby agree. Each Warrant Certificate shall evidence the right, subject to the provisions of this Agreement and of such Warrant Certificate, to purchase the number of validly issued, fully paid and non-assessable shares of Common Stock, as that term is defined in Section 1.05 of this Agreement, stated therein, free of preemptive rights, subject to adjustment as provided in Article III of this Agreement.
The Warrant. This Warrant and the rights and privileges of the Holder hereunder may be exercised by the Holder in whole or in part as provided herein, shall survive any termination of the Credit Agreement and, as more fully set forth in Sections 1(b) and 7 hereof, subject to the terms of this Warrant, may be transferred by the Holder to any other Person or Persons who meet the requirements set forth herein at any time or from time to time, in whole or in part, regardless of whether the Holder retains any or all rights under the Credit Agreement.
The Warrant. (a) The Company hereby agrees to issue and sell to PharmaBio, its designee or assigns (the "Holder") 80,000 shares (the "Warrant Shares") of the Company's Common Stock, $.0005 par value per share ("Common Stock"), at an exercise price of Six Dollars and Thirty-Nine Cents ($6.39) per share (the "Exercise Price") (such Exercise Price was calculated as follows: the average of the closing prices of the shares of Common Stock for the 15 trading days prior to the date hereof, multiplied by 115%), upon the terms and conditions herein set forth, including the vesting schedule set forth in this Section 1. The Exercise Price and the number of Warrant Shares purchasable upon exercise of this Warrant Agreement are subject to adjustment from time to time as provided in Section 4 of this Warrant Agreement.
(b) Upon **** (the "Milestone"), the Holder's right to exercise this Warrant Agreement will vest as follows:
(i) if ****, One Hundred Percent (100%) of the Warrant Shares shall vest;
(ii) if ****, Fifty Percent (50%) of the Warrant Shares shall vest;
(iii) if ****, none of the Warrant Shares shall vest; and **** Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission.
(iv) any Warrant Shares not vested by **** shall expire.
(c) In the event that the Milestone fails to be achieved, or fails to be achievable, by ****, or by another date specified in the vesting schedule set forth in Section 1(b) above, and such failure is not caused solely by Quintiles, then the Joint Development Committee (as defined in the Services Agreement) shall promptly and in good faith review the Milestone, the existing vesting schedule, and the events and circumstances that caused or resulted in such failure; and the Joint Development Committee shall determine a new vesting schedule that shall extend each date within the existing vesting schedule by the duration of the events or circumstances that caused or resulted in such failure, up to one year; provided that the vesting schedule shall be extended pursuant to this Section 1(c)
The Warrant. On the Subscription Date, the Company shall issue the Warrant to the Investor. The Warrant shall be delivered by the Company to the Investor upon execution of this Agreement by the parties hereto. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement.
The Warrant. On the Closing Date, the Company will issue to the Investor a warrant exercisable beginning six months from the Closing Date and then exercisable any time over the three-year period there following, to purchase the Investor's pro rata share of an aggregate of 25,000 Warrant Shares at the Exercise Price (as defined in the Warrant) in the form of Exhibit B hereto. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement.
The Warrant. At the Closing, the Company shall issue to the Purchaser, a Common Stock purchase warrant, in the form of Exhibit D (the "Warrant"), pursuant to which the Purchaser shall have the right at any time and from time to time thereafter through the second anniversary of the date of issuance thereof, to acquire 60,000 shares of Common Stock at an exercise price per share equal to 110% of the Average Price on the Closing Date.
The Warrant. The Company hereby grants to the Holder a warrant attached hereto as Annex A (the “Warrant”) to purchase up to an aggregate of 8,000,000 post-split shares of the Class A Common Stock, $0.001 par value, of the Company (the “Common Stock”), at an exercise price of $0.001 per share. The shares of fully paid, duly authorized and non-assessable Common Stock issuable upon exercise of the Warrant are referred herein as the “Warrant Shares.” The number of shares of common stock to be acquired pursuant to the Warrant represents shares after the Company’s planned 1-for-300 reverse stock split to be effective on or about November 8, 2006.
The Warrant. This Warrant is issued under and pursuant to the terms of that certain agreement dated October 15, 1997 (the "Agreement") entered into by the Company and BCF, and this Warrant and the holders hereof are entitled to the benefits provided for by, or referred to in, and are subject to the terms of, the Agreement.
The Warrant. 2.1 The Company hereby grants to the Warrantholder, for good and valuable consideration, pursuant to the terms and conditions of this Warrant to Purchase Common Stock (the “Warrant”), the right to purchase (at the Warrantholder’s election), from the Company, a maximum of the number of Shares set forth on page 1 above (subject to any adjustment pursuant to clause 4), at the Exercise Price, on the terms and conditions set out in this Warrant.
2.2 The Warrant shall (to the extent then unexercised) lapse automatically and in full at 6:00 p.m. (Eastern Time) on the Expiry Date.
2.3 The number of Shares to be purchased pursuant to, and the Exercise Price of, this Warrant shall be subject to adjustment as provided in clause 4 below.
2.4 This Warrant may be exercised in whole or in part. Where this Warrant is exercised in part, it shall not lapse as to the balance of this Warrant (and the balance of this Warrant will be retained by the Warrantholder, and may be exercised in the future, subject to and in accordance with this Warrant).
2.5 The Company shall accept the exercise of a Warrantholder’s purchase rights provided that such Warrantholder:
2.5.1 delivers a written notice, in substantially the form attached hereto as Exhibit A, to the registered office of the Company from time to time (or such other address as the Company may designate by notice in writing to the Warrantholders) (the “Exercise Notice”);
2.5.2 if requesting that the Warrant Shares are to be issued in uncertificated form, provides such information as the Company or its transfer agent may request in connection therewith, including details of the account into which the Shares shall be credited; and
2.5.3 remits the aggregate Exercise Price therefor in cash by check or bank transfer of immediately available funds to the Company for the number of Shares to be acquired on exercise of this Warrant. Once lodged in accordance with this clause 2.5, the Exercise Notice may not be revoked without the consent of the Company. Within ten Business Days of satisfaction of all of the requirements of clauses 2.5.1 to 2.5.3 (inclusive), the Company shall procure that the relevant Shares so purchased shall be issued to the relevant Warrantholder (the “Issue Date”). On the Issue Date the Warrantholder shall be entered into the register of the Company, and the Company shall procure, in so far as it is able, that the Warrant Shares shall be listed on the Nasdaq Global Market. Certificates representing the Warrant Shar...
The Warrant. The Company hereby agrees to issue and sell to the ----------- Holder one million two hundred fifty thousand (1,250,000) shares (the "Warrant Shares") , of the Company's common stock, par value $.01 per share ("Common Stock"), at an exercise price of two and a quarter U.S. dollars ($2.25) per share (the "Exercise Price"), subject to the vesting schedule described in Section 2 and the other provisions of this Warrant Agreement and upon the terms and conditions herein set forth. The Exercise Price and the number of Warrant Shares purchasable upon exercise of this Warrant Agreement are subject to adjustment from time to time as provided in Section 8 of this Warrant Agreement.
