Warrant Issuances. The Company will issue to Buyer or its ----------------- designee within five (5) days after any conversion of Preferred Shares a Warrant in substantially the form of Exhibit C attached hereto, to acquire one share of Common Stock for each three Conversion Shares that are issued on such conversion of Preferred Shares, with an exercise price equal to the lower $7.15 per share and 110 percent of the Average Market Price (as that term is defined in Exhibit A hereto) per share of Common Stock for the five trading days preceding such conversion. Each Warrant shall expire to the extent not exercised on the third anniversary of the date of the relevant conversion.
Warrant Issuances. At Closing, the Company shall issue to each Buyer warrants to acquire 16,667 shares of Common Stock for each one million dollars ($1,000,000) invested in the form as attached as Exhibit "C" hereto. The Company shall, in addition to the Warrants otherwise issuable hereunder, issue to each Buyer such Warrants (the "LOCK-UP WARRANTS") as may be issuable to a Buyer pursuant to Section 2(i) of the Certificate of Designations. Each Warrant issued hereunder (including pursuant to Section 2(i) of the Certificate of Designations) shall be immediately exercisable and shall expire (to the extent not exercised) on the fifth (5th) anniversary of its issuance date.
Warrant Issuances. Subject to the satisfaction of the terms and condition of this Agreement, Xxxxxxxx Xxxxxxxxx & Company, Limited, as the Placement Agent will receive on the Closing Date warrants ("Convertible Warrants") to purchase 250,000 shares of Common Stock (the "Convertible Warrant Shares") at an exercise price of $2.00 per share. The Warrants shall be exercisable for a period of five (5) years from the date of issuance and shall be substantially in the form of the form of Warrant hereto as Exhibit C.
Warrant Issuances. The Parent Guarantor agrees to (a) as soon as practicable on June 11, 2024, file the amendment to the Parent Guarantor’s Second Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to increase the number of shares of Common Stock authorized for issuance thereunder from 166,666,667 to 300,000,000, (b) on or prior to June 17, 2024, issue a warrant to the Warrant Holder in respect of 6,300,449 shares of Common Stock of the Parent Guarantor in a registered offering under the Securities Act, including providing the deliverables set forth in Part III of Annex E to the Note, (c) issue 2,964,917 shares of Common Stock of the Parent Guarantor on the earlier of (1) the date that the Final $40 Million Committed Amount is extended and (2) the date the Final Warrant Issuance Conditions are (x) satisfied or (y) waived by the in accordance with Section 2.1(a)(ii)(B) of the Note and (d) in the event the accordion (as described in the Term Sheet) is funded, substantially concurrently with such funding issue an additional warrant to the Warrant Holders in respect of 5,559,220 shares of Common Stock of the Parent Guarantor, including providing the deliverables set forth in Part III of Annex E of the Note.
Warrant Issuances. Subject to the satisfaction of the terms and condition of this Agreement, The May Xxxxx Group, Inc., as the Placement Agent will receive on the Closing Date warrants ("Convertible Warrants") to purchase up to 2,000,000 shares of Common Stock (the "Convertible Warrant Shares") at an exercise price of $1.50 per share; 1 million Convertible Warrant Shares on the purchase of $700,000 in Convertible Debentures and 125,000 Convertible Warrant Shares for each $100,000 Convertible Debentures purchased thereafter. The Warrants shall be exercisable for a period of five (5) years from the date of issuance and shall be substantially in the form of the form of Warrant hereto as Exhibit C. The Company shall have the right to force conversion of the Convertible Warrants if the common stock of the Company closes as a bid price of $3.00 or higher for ten (10) consecutive trading days.
Warrant Issuances. As of the Effective Time and subject to the satisfaction (or waiver) of the conditions set forth in Section 5 and 6 below, the Company and the Holder hereby agree that each Holder and each Other Holder shall be issued Warrants, in substantially the form attached hereto as Exhibit B (the “Amendment Warrants”), representing the right to acquire 4 shares of Common Stock for each $10 aggregate principal amount of Notes to be amended and restated pursuant to this Agreement.
Warrant Issuances. At Closing, the Company shall cause to be issued to each Buyer warrants to acquire 50,000 shares of common stock, par value $.001 of its majority owned subsidiary Electronic Medical Distribution, Inc. for each one million dollars ($1,000,000) invested in the form as attached as Exhibit "C" hereto (the "EMD WARRANTS").
Warrant Issuances. The Company will issue to each Buyer, ----------------- within five (5) days after any conversion of Preferred Shares by that Buyer, a Warrant in substantially the form of Exhibit C attached hereto, to acquire one share of Common Stock for each three Conversion Shares that are issued on such conversion of Preferred Shares, with an exercise price equal to the lower of $7.15 per share and 110 percent of the Average Market Price (as that term is defined in the Certificate of Designations) per share of Common Stock for the five trading days preceding such conversion. In addition, the Company will issue to each Buyer the Warrants described in the preceding sentence upon any redemption of Preferred Shares upon the same terms as if such Preferred Shares were converted on the date of redemption; provided that the Company is not required to issue Warrants to Buyer in the event the Company redeems Preferred Shares pursuant to Section 2(h) of the Certificate of Designations in connection with a public offering by the Company of Common Stock. Each Warrant shall be immediately exercisable and shall expire (to the extent not exercised) on the third anniversary of the date of the relevant conversion or redemption of Preferred Shares, as the case may be.
Warrant Issuances. At the Initial Closing, the Company will issue to Buyer a Warrant duly executed on behalf of the Company, substantially in the form of Exhibit A attached hereto, to acquire the Warrant Shares at an exercise price per Warrant Share equal to the per share price for the Shares (subject to adjustment in the manner set forth in the Warrant), which Warrant may be exercised as follows: (i) during the twelve (12) month period commencing on the Initial Closing Date and ending on the date which is twelve (12) months after the Initial Closing Date (the "First Warrant Period"), Buyer shall be entitled to purchase up to the full amount of the Warrant Shares (i.e., 2,000,000 shares) at the Per Share Price; and (ii) during the period commencing twelve (12) months after the Initial Closing Date and ending twenty-four (24) months after the Initial Closing Date (the "Second Warrant Period"), and provided that Buyer acquired at least 1,000,000 of the Warrant Shares during the First Warrant Period, Buyer shall be entitled to purchase all Warrant Shares not purchased during the First Warrant Period.
Warrant Issuances. Concurrent with the closing of the Loan, the Lender shall purchase and the Company shall issue a warrant to purchase 100,000 shares of the Company's Common Stock, $.0001 par value per share and a warrant to purchase 100,000 shares of the Company's Preferred Stock, $.0001 par value per share (hereinafter the "Warrants" and the shares of Common Stock and Preferred Stock underlying the Warrants, including any adjusted number, are hereinafter referred to as the "Securities"). The Warrants will be purchased for an aggregate purchase price of $2,000.00. The Warrants to purchase the Company's Common Stock will have an exercise price of $0.10 per share and the Warrants to purchase the Company's Preferred Stock will have an exercise price of $0.50 per share, subject to adjustment as provided in the Warrants. Upon exercise of the Warrants, the underlying Securities shall be fully paid and non-assessable. The Warrants will be in the forms attached hereto as Exhibits B-1 and B-2. In the event the Lender is unable to sell the Securities to the public in an open market transaction at any time after a 40-day restricted period immediately following the Closing due to any statute, administrative order, rule, regulation, court decision or regulatory interpretation which amends or repeals Regulation S as promulgated by the Securities and Exchange Commission or otherwise makes it unavailable to the Lender or due to any breach of warranty, representation or covenant by the Company, the Lender shall be entitled to the rights contained in a Registration Rights Agreement in the form attached hereto as Exhibit C.
