The Warrant and the Sample Clauses

The Warrant and the. Common Stock issued upon the exercise of the Warrant shall be subject to a put option by JRP (the "Put Option"). JRP, in its sole discretion, shall have the right and option to have the Warrant redeemed by the Company at the greater of: (i) $100,000.00 or (ii) the difference between the Purchase Price and the then current Fair Market Value (the "Warrant Put Price"); and JRP, in its sole discretion, shall have the right and option to have all of the Common Stock issued upon the exercise of the Warrant redeemed by the Company at the greater of: (i) $100,000.00 or (ii) the then current Fair Market Value of such Common Stock (the "Stock Put Price") (in each respective case the "Put Price"). In the event that the Put Option is exercised and JRP has partially exercised this Warrant such that it is a Holder of both Warrants and Common Stock, the Put price shall be the sum of the number of unexercised Warrants over the original number of Warrants multiplied by the amount of the Warrant Put Price had the warrant remained completely unexercised, plus the number of Shares issued upon exercise over the number of Shares originally Issuable under the Warrant multiplied by the amount of the Stock Put Price had the Warrant been completely exercised. In making such determination adjustments to the number of Warrants and Shares provided for in the Warrant shall be taken into account. For purposes of this Section 3.6, the term "fair market value" of such Common Stock shall mean the average trading price for the Common Stock over the ten (10) days immediately prior to the date of the Put Notice reported on the Nasdaq, or if the Common Stock is not reported on the Nasdaq then as reported on any nationally recognized securities exchange, or if not reported on any nationally recognized securities exchange then as reported on the over the counter market. Upon provision by JRP of written notice to the Company of JRP's exercise of the Put Option (the "Put Notice"), the Company shall pay to JRP the Put Price in cash. JRP's Put option shall not be exercisable (except as described below) until the earlier of: (x) thirteen (13) months following a registration of the Common Stock by filing a registration statement in compliance with the Securities Act; or (y) January 31, 2000; provided, however, that JRP agrees to provide the Company notice six months prior to the exercise of the Put Option, which notice shall be non-binding on JRP.
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs

Related to The Warrant and the

  • The Warrant Agreement The Warrant Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

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

  • Representative’s Warrant Agreement On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Warrant Agreement.

  • Warrants and Issuance of Warrant Certificates (a) A Warrant initially shall entitle the Registered Holder thereof to purchase one Warrant Share in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased by the Registered Holder shall be delivered to the Registered Holder. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or the number of Warrant Shares purchasable upon exercise of the Warrants.

  • Statement on Warrant Certificates Irrespective of any adjustments in the number of securities issuable upon exercise of Warrants, Warrant certificates theretofore or thereafter issued may continue to express the same number of securities as are stated in the similar Warrant certificates initially issuable pursuant to this Agreement. However, the Company may, at any time in its sole discretion (which shall be conclusive), make any change in the form of Warrant certificate that it may deem appropriate and that does not affect the substance thereof; and any Warrant certificate thereafter issued, whether upon registration of transfer of, or in exchange or substitution for, an outstanding Warrant certificate, may be in the form so changed.

  • of the Warrant Agreement In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

  • TERM OF THE WARRANT AGREEMENT Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Preferred Stock as granted herein shall commence on the Effective Date and shall be exercisable for a period of (i) seven (7) years or (ii) three (3) years from the effective date of the Company's initial public offering, whichever is longer.

  • Issuance of Warrant Certificates Warrant Certificates evidencing the right to purchase Warrant Securities may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates duly executed on behalf of the Company, countersign such Warrant Certificates and shall deliver such Warrant Certificates to or upon the order of the Company.

  • Private Warrant and Working Capital Warrant Attributes The Private Warrants and Working Capital Warrants will be identical to the Public Warrants.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!