The Warrants. The Warrants shall have the terms and conditions and be in the form attached hereto as Exhibit B.
The Warrants. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase and the Company agrees to issue to the Investor at the Closing a Warrant in the form of Exhibit A to purchase 2,500,000 shares of Common Stock of the Company exercisable at $0.05 per share. The securities for which the Warrants are exercisable into are referred to as the “Warrant Common”.
The Warrants. 3.1 Each whole Warrant will entitle the holder, on exercise, to purchase one Warrant Share at a price of $0.10 for a TWO year period following the Closing.
3.2 The certificates representing the Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Warrant Shares issued on exercise of the Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's common shares, the payment of stock dividends and the amalgamation of the Issuer.
3.3 The issue of the Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Warrants may be exercised.
The Warrants. (a) At Closing, Vanguard shall deliver to the Escrow Agent an initial Warrant Certificate for the Warrants. Within 30 Business Days after the expiration of each CapEx Year after the Closing Date, up to and including the date which is 30 Business Days after the expiration of the fifth CapEx Year after the Closing, Vanguard may deliver to the Escrow Agent a new Warrant Certificate (in exchange for the return of any Warrant Certificate previously delivered to the Escrow Agent) for warrants issued to DMC to purchase a number of shares of common stock of Vanguard equal to the product of the Warrant Shares and the Remaining CapEx Ratio as of the expiration of the applicable CapEx Year after the Closing (the “Adjusted Warrant Shares”) with an exercise price of $.01 per share. At such time as the amount of the Adjusted Warrant Shares equals zero, Vanguard shall provide notice thereof to Escrow Agent and Escrow Agent shall immediately return to Vanguard any Warrant Certificate previously delivered to the Escrow Agent. Upon DMC’s receipt of the Warrant Certificate, Buyer shall be relieved of its obligations under Sections 12,4(b) through 12.4(f) to the extent of the then value of the shares of common stock then purchasable upon exercise of the Warrant (it being understood that such determination shall be made as of the date of DMC’s receipt of the Warrant Certificate, and shall not be subject to further adjustment, including as a result of any subsequent change in the valuation of Vanguard’s common stock), based on the valuation of Vanguard’s common stock prepared by the Independent Appraiser as of the date of the exercise of the Warrant, which appraisal shall be obtained by Vanguard, at its sole cost and expense, within a reasonable period of time after the date the Warrant is exercised. If such value of the shares of common stock upon exercise of the Warrant is greater than the Remaining CapEx Commitment, DMC shall surrender to Vanguard, after exercise, a number of shares of common stock of Vanguard having an aggregate value equal to the value of the common stock in excess of the Remaining CapEx Commitment (it being understood that such determination shall be made as of the date of DMC’s receipt of the Warrant Certificate, and shall not be subject to further adjustment, including as a result of any subsequent change in the valuation of Vanguard’s common stock).
(b) If Buyer shall fail at any time to timely deposit any required CapEx Shortfall amounts with the Escr...
The Warrants. Subject to the terms and conditions of this Agreement, the Company hereby issues and delivers to the Warrantholder a warrant, substantially in the form of Exhibit A hereto, to purchase 328,084 shares of fully paid and nonassessable Common Stock at a price per share equal to $19.05 (the "EXERCISE PRICE").
The Warrants. The Company has also authorized the issuance and sale ------------ to the Purchaser of the Company's Common Stock Purchase Warrants for the purchase (subject to adjustment as provided therein) of 125,000 shares of the Company's Common Stock. The Common Stock Purchase Warrants shall be substantially in the form set forth in Exhibit 1.02 hereto and are herein ------------ referred to individually as a "Warrant" and collectively as the "Warrants", which terms shall also include any warrants delivered in exchange or replacement therefor.
The Warrants. The Warrants to be issued and sold by the Company hereunder, when executed and delivered pursuant to the terms of this Agreement, will be duly authorized, executed and delivered by the Company and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
The Warrants. In consideration for the purchase by the Purchasers of the Notes, the Company will issue to each Purchaser a Warrant to purchase up to such Purchaser’s applicable shares of Common Stock, subject to the terms and conditions set forth in the Warrants.
The Warrants. The number of Warrants to be issued shall equal one-half of (i) the principal amount of the Convertible Debentures issued at Closing divided by (ii) the Market Price on the Trading Day immediately prior to the Closing Date. The exercise price of such Warrants shall be 115% of the closing bid price for the Common Stock on the Principal Market on the Trading Day immediately prior to the Closing Date. Two-thirds of the Warrants shall be immediately exercisable upon issuance. The remaining one-third of each Lender's Warrants shall only become exercisable if the Convertible Debentures have not been redeemed in accordance with their terms on or before the 100th day after the Closing Date.
The Warrants. The Subscriber acknowledges that as part of the Offering the Company will issue two different Warrants depending on the status of the Investor. The Warrants will be exactly the same, except that if the Investor is an Affiliated Purchaser (as defined below) as of the Closing Date, the Warrants issued to such Affiliated Investor, if any, will provide that the Affiliated Purchaser may exercise the Warrant on a cashless basis using the formula contained therein. If an Investor is not an Affiliate Purchaser the Warrant issued to such Investor of the Company will be exercisable only through the payment of cash for the Shares purchased. For purposes hereof, the term “Affiliated Purchaser” means any person who is an officer, director or holder of 10% or more of the Company’s issued and outstanding securities as of the Closing Date. ALL INVESTORS PLEASE INITIAL___________
