Warrant Exchange Sample Clauses
Warrant Exchange. (a) Immediately prior to the Redomestication, each Sponsor Person that holds Private Placement Warrants as of the date hereof shall exchange the Private Placement Warrants held by it for Purchaser Shares in the manner described in this Paragraph 5 (as to all Private Placement Warrants that are so exchanged, the “Warrant Exchange”).
(b) Purchaser hereby represents and warrants that all of the Private Placement Warrants are held in book-entry form and that the transfer books for the Private Placement Warrants are maintained by Continental Stock Transfer & Trust Company (the “Warrant Agent”). During the Interim Period, Purchaser and New Pubco shall not, and shall cause the Warrant Agent not to, allow the Transfer of any Private Placement Warrants or allow any of the Private Placement Warrants to be represented by a certificate or other instrument. Further, no Sponsor Person shall request the Transfer of any Private Placement Warrant or request for any of the Private Placement Warrants to be represented by a certificate or other instrument.
(c) Immediately prior to the Redomestication, Purchaser shall exchange all of the Private Placement Warrants for an aggregate of 775,000 validly issued, fully paid and non-assessable Purchaser Shares, in each case, as allocated on Schedule A. Purchaser shall effect the Warrant Exchange by issuing the applicable number of Purchaser Shares to each applicable Sponsor Person in accordance with Schedule A. Following the Warrant Exchange, the Private Placement Warrants shall be void and of no further effect, and no Private Placement Warrants shall be outstanding.
(d) Purchaser and each applicable Sponsor Person agrees to cooperate with each other and their respective officers, employees, attorneys, accountants and other agents, and, generally, do such other reasonable acts and things in good faith as may be necessary to effectuate the intents and purposes of the Warrant Exchange, subject to the terms and conditions hereof and compliance with applicable Law, including taking reasonable action to facilitate the filing of any document or the taking of reasonable action to assist the other parties hereto in complying with the terms hereof.
Warrant Exchange. On the terms and subject to the conditions set forth in this Agreement, upon the Closing the Company and the Investor mutually agree to amend and restate the Old Warrant to reflect the terms and conditions of the Amended Warrant.
Warrant Exchange. The Investor hereby exchanges all of the Warrants held by the Investor described under the caption “Investor Warrants” on the applicable signature page attached hereto for the New Warrants described under the caption “New Warrants” on such signature page. Every Warrant exchange for New Warrants is hereby irrevocably cancelled and no consideration, other than the New Warrants, is to be provided for such exchange. Investor has not heretofore exercised or attempted to exercise any of the Warrants.
Warrant Exchange. Pursuant to Section 3(a)(9) of the Securities Act, the Holder hereby agrees to convey, assign and transfer the Holder’s Warrants to the Company, in exchange for which the Company agrees to issue the Exchange Shares to the Holder. No later than the second business day after the execution and delivery of this Agreement by the Company, in connection with the Exchange, the Company shall cause its transfer agent to deliver to the Holder the Exchange Shares by electronic delivery at the applicable balance account at the Depositary Trust Company (“DTC”) in accordance with the instructions provided to the Company in writing by the Holder on the signature page of this Agreement. Effective upon the Holder’s receipt of such Exchange Shares, all of the Warrants held by the Holder will be deemed cancelled and all rights of the Holder thereunder will terminate and be deemed waived. As soon as commercially practicable following the date hereof, the Holder shall return in physical form or through book-entry transfer all certificates or book-entry notations representing the Warrants to be exchanged for the Exchange Shares.
Warrant Exchange. On any Exchange Date, (i) the Warrants issued to the Purchaser at the Closing will be cancelled and, in exchange, the Company will re-issue the Old Warrants previously held by the Purchaser on the same terms and conditions as such Old Warrants were previously issued.
Warrant Exchange. In the event of a bankruptcy, liquidation, dissolution or other insolvency proceeding of the Company, whether voluntary or involuntary, the Investor shall have the option, upon notice to the Company and NTN, to exchange the Warrants held by the Investor into warrants of like tenor for twice the number of fully paid and nonassessable shares of NTN common stock for the same aggregate exercise price (as adjusted to reflect any forward or reverse stock splits, stock combinations, stock dividends, mergers or reclassifications affecting the Common Stock or the NTN common stock). The new warrant will contain equivalent terms, including an exercise price of $1.73, as adjusted. The exercise of the warrant exchange rights under this Section 5.5 shall be deemed to be the exercise of the NTN Optional Exchange (provided that the rights under this Section 5.5 may, to the extent exercisable, be exercised concurrently with the NTN Optional Exchange under Section 5.1).
Warrant Exchange. Parent has delivered to the Company true, correct and complete copies of the executed Warrant Exchange Agreement. The Warrant Exchange Agreement has not been amended or modified, no such amendment or modification is contemplated, and the obligations and commitments contained therein have not been withdrawn or rescinded in any respect. The Warrant Exchange Agreement is in full force and effect as of the date hereof. The Warrant Exchange Agreement constitutes the legal, valid and binding obligations of Parent and, to the knowledge of Parent, the other parties thereto. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach under the Warrant Exchange Agreement on the part of Parent or its Subsidiaries or, to the knowledge of Parent, any other parties thereto. There are no side letters or other agreements, contracts or arrangements to which Parent or any of its Affiliates is a party related to the transactions contemplated by the Warrant Exchange Agreement.
Warrant Exchange. 32 9.3 Compliance with FCC and State Commission Requirements................................32 9.4 Compliance with Purchaser's Regulatory Requirements..................................32 9.5 Transfer; Successors and Assigns.....................................................33 9.6 Titles and Subtitles.................................................................33 9.7 Notices..............................................................................33 9.8 Finder's Fee.........................................................................34 9.9 Expenses.............................................................................34
Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “Buy-In” penalties or any other amounts payable or paid to any Holder or any other Person for any failure or delay to deliver the Definitive Certificate as aforesaid. In addition, the Company shall indemnify and hold harmless the Warrant Agent against any claims made against the Warrant Agent for any such failure. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agency Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent, including but not limited to, a signature guarantee.
Warrant Exchange. As of the date hereof, the Company will issue to the Investor the Exchange Warrants to subscribe for 389,317 shares of Common Stock ("Warrant Shares") at an initial exercise price of $3.71 per share, in exchange for the surrender of the Initial Warrants currently held by such Investor.