Warrant Escrow Sample Clauses

Warrant Escrow. At the Closing, without the act of any Securityholder or any holder of Company Warrants, the Escrowed Warrant Consideration shall be deposited by Parent with Mellon Investor Services, or such other bank or trust company designated by Parent and reasonably approved by the Company (the “Warrant Escrow Agent”). The Escrowed Warrant Consideration, together with (i) any dividends or other distributions paid with respect to the Parent Common Stock included in the Escrowed Warrant Consideration and (ii) the exercise prices paid by the holders of Company Warrants upon exercise thereof and deposited with the Warrant Escrow Agent, is collectively referred to as the “Warrant Escrow Fund.” The Warrant Escrow Fund shall be governed by the terms of a Warrant Escrow Agreement substantially in the form attached as Exhibit F, with such changes as shall be mutually agreed to by the Company and Parent (the “Warrant Escrow Agreement”), and shall (x) be available to pay the Merger Consideration to holders of Company Warrants that exercise their Company Warrants after the Effective Time, (y) to the extent any Company Warrant is exercised, be available to distribute the exercise price paid by the holder of such Company Warrants to the Securityholders pursuant to their Participation Rights as more fully provided in the Warrant Escrow Agreement and (z) to the extent not all Company Warrants are exercised prior to their expiration or termination, otherwise be payable to the Securityholders pursuant to their Participation Rights as more fully provided in the Warrant Escrow Agreement; provided, that the portion of the Warrant Escrow Fund that consists of Indemnity Escrowed Warrant Shares shall be (i) available to compensate the Parent Indemnified Parties for Damages claims made pursuant to Article VIII and (ii) held to secure the Company’s obligations to meet certain development milestones, as set forth in the Warrant Escrow Agreement. As more fully provided in the Canadian Exchange Agreement, participants in the Canadian Transaction shall be entitled to receive, in exchange for their shares of Company Common Stock, consideration that includes Participation Rights, determined on the same basis as if they had received the Merger Consideration pursuant to the Merger in respect of each share of Company Common Stock owned by them.
Sample 1
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Warrant Escrow. At the Closing the Stockholders shall deposit in escrow, to be held pursuant to the terms hereof, an aggregate of nine hundred sixty-six thousand six hundred sixty-six (966,666) of the Class W Warrants (the “Class W Escrow Warrants”) and nine hundred sixty-six thousand six hundred sixty-six (966,666) of the Class Z Warrants (the “Class Z Escrow Warrants” which along with the Class W Escrow Warrants are collectively referred to herein as the “Escrowed Warrants”), which Class W Escrow Warrants and Class Z Escrow Warrants shall be allocated among the Stockholders in their Pro Rate Portions, all in accordance with the terms and conditions of the Warrant Escrow Agreement to be entered into at the Closing between Buyer, the “Representative” (who shall be Xxxxxx until a successor is appointed pursuant to Section 1.7(b)) and a mutually agreed upon institution to serve as escrow agent, in a form to be mutually agreed upon by the parties (the “Warrant Escrow Agreement”). The Class W Escrow Warrants shall be placed in escrow, and released to the Stockholders when a majority of the Class W Warrants issued and outstanding as of the date of this Agreement are exercised,
Sample 1

Related to Warrant Escrow

  • Warrant Exercise (1) Other than Warrants held by the Depository, Registered Warrantholders of Warrant Certificates who wish to exercise the Warrants held by them in order to acquire Common Shares must complete the exercise form (the “Exercise Notice”) attached to the Warrant Certificate(s) which form is attached hereto as Schedule “B”, which may be amended by the Corporation with the consent of the Warrant Agent, if such amendment does not, in the reasonable opinion of the Corporation and the Warrant Agent, which may be based on the advice of Counsel, materially and adversely affect the rights, entitlements and interests of the Warrantholders, and deliver such certificate(s), the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Warrants represented by a Warrant Certificate shall be deemed to be surrendered upon personal delivery of such certificate, Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

  • Escrow of Warrant Stock If after any property becomes distributable pursuant to this Section 4 by reason of the taking of any record of the holders of Common Stock, but prior to the occurrence of the event for which such record is taken, and the Holder exercises this Warrant, any shares of Common Stock issuable upon exercise by reason of such adjustment shall be deemed the last shares of Common Stock for which this Warrant is exercised (notwithstanding any other provision to the contrary herein) and such shares or other property shall be held in escrow for the Holder by the Issuer to be issued to the Holder upon and to the extent that the event actually takes place, upon payment of the current Warrant Price. Notwithstanding any other provision to the contrary herein, if the event for which such record was taken fails to occur or is rescinded, then such escrowed shares shall be cancelled by the Issuer and escrowed property returned.

  • Warrant Exercise Price f. Dates upon which Warrants may be exercised;

  • Adjustment of Warrant Price and Warrant Share Number The number of shares of Common Stock for which this Warrant is exercisable, and the price at which such shares may be purchased upon exercise of this Warrant, shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of any event described below which requires an adjustment pursuant to this Section 4 in accordance with Section 5.

  • Warrant Shares Exercise Log Date Number of Warrant Number of Warrant Number of Warrant Shares Available to Shares Exercised Shares Remaining to be Exercised be Exercised ----------- ------------------- ----------------- -------------------------- ----------- ------------------- ----------------- -------------------------- CHINA PHARMA HOLDINGS, INC. WARRANT ORIGINALLY ISSUED JUNE 24, 2008 FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the above-captioned Warrant to purchase ____________ shares of Common Stock to which such Warrant relates and appoints ________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises. Dated: _______________, ____ ___________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) ___________________________________ Address of Transferee ___________________________________ ___________________________________ In the presence of: ________________________

  • Payment of Warrant Exercise Price The holder shall pay the Aggregate Exercise Price of $______________ to the Company in accordance with the terms of the Warrant.

  • Warrant Coverage The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price. 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC

  • Warrant Price Duration and Exercise of Warrants Section 2.1 WARRANT PRICE.(2) During the period from ____________, 19__ through and including ____________, 19__, each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase from the Company the principal amount of Warrant Debt Securities stated in the Warrant Certificate at the exercise price of __% of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from ____________, 19__]. [In each case, the original issue discount ($__________ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months].] Such exercise price of each Warrant is referred to in this Agreement as the "Exercise Price."

  • Adjustment of Warrant Price and Number of Warrant Shares The number and kind of securities purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as hereinafter defined.

  • Adjustment of Warrant Shares Simultaneously with any adjustment to the Exercise Price pursuant to paragraphs (a) through (d) of this Section 9, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares shall be the same as the aggregate Exercise Price payable for the Warrant Shares immediately prior to such adjustment.

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