Warrant Portion Sample Clauses

Warrant Portion. At the closing of an Offering, the Company will issue to the Placement Agents (or the designees authorized by such Placement Agents), as compensation for their services hereunder, warrants to purchase shares of the Public Entity’s common stock equal to 8.0% of the number of shares sold in this Offering, excluding those shares sold to investors who are existing Company shareholders (the “Broker Warrants”). The Broker Warrants shall have an exercise price equal to the issue price of common stock sold in the Offering. Under any circumstance, the Broker Warrants shall be immediately exercisable, expire five years from the date of grant, include a net exercise provision (including contemporaneously with a future sale of the Company) and include customary anti-dilution provisions covering stock splits, dividends, mergers and similar transactions. All Broker Warrants shall have provisions permitting unencumbered transfer to the Placement Agents’ employees and affiliates and the warrants may be issued directly to the Placement Agents’ employees and affiliates at the Placement Agents’ written request in compliance with the terms of the warrants.
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Warrant Portion. At the Closing of the Merger, the Company will issue to the Placement Agent (or the designees authorized by such Placement Agent), as compensation for its services hereunder, warrants to purchase shares of TRUE’s common stock equal to Ten Percent (10%) of the Class A Units sold in the Offering (as adjusted pursuant to the terms of the Merger) to Investors plus Ten Percent (10%) of the Warrants sold in the Offering (as adjusted pursuant to the terms of the Merger) to Investors and Direct Investors (the “Broker Warrants”), with a term of five (5) years from the final closing of the Offering and an exercise price of $2.50 per share. The Broker Warrants shall be the same as the warrants issued to the Investors upon the Merger. The Financing Fee and the Broker Warrants are sometimes referred to collectively as the “Broker Fees”). The Broker Warrants may be issued directly to the Placement Agent’s employees and affiliates at the Placement Agent’s written request.
Sample 1
Warrant Portion. At the final Closing of the Offering, the Company will issue to the Placement Agent (or the designees authorized by such Placement Agent), as compensation for its services hereunder, warrants to purchase a number of shares of Common Stock equal to Ten Percent (10%) of the number of shares of Common Stock sold to Investors introduced by the Placement Agent participating in the Offering (the “Placement Agent Warrants”). The Placement Agent Warrants will have with a term of five (5) years from the final Closing of the Offering, an exercise price equal to $7.547 per share, shall be immediately exercisable, include cashless exercise provisions if there is no effective registration statement covering the Placement Agent Warrants and piggyback registration rights, a net exercise provision (including contemporaneously with a future sale of the Company) and include customary anti- dilution provisions covering stock splits, dividends, mergers and similar transactions. The Placement Agent Cash Fee and the Placement Agent Warrants are sometimes referred to collectively as the “Placement Agent Fees”). The Placement Agent Warrants may be issued directly to the Placement Agent’s employees and affiliates at the Placement Agent’s written request and will be issued within the (10) calendar days from the final Close (as defined below).
Sample 1
Warrant Portion. At the Closing of an Offering, the Company will issue to the Agents (or the designees authorized by such Agents), as compensation for its services hereunder, warrants to purchase shares of the Company’s common stock equal to Eight Percent (8%) of the number of Securities sold in the Offering to investors (the “Broker Warrants”). The Broker Warrants shall be issued to Katalyst, who shall allocate such warrants as agreed to by Katalyst and Dinosaur. If the Securities included in an Offering are convertible, the number of shares of common stock issuable upon exercise of the Broker Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Broker Warrants shall have the same terms as any warrants issued to investors in the applicable Offering, except that such Broker Warrants shall have 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 closing price of the Company’s common stock as reported in the Nasdaq Capital Market on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Broker Warrants shall be in a customary form reasonably acceptable to the Agents, and shall have: (i) a term of three (3) years; (ii) an exercise price equal to 125% of the Offering Price; (iii) shall include cashless exercise provisions if there is no effective registration statement covering the Broker Warrants and piggyback registration rights; and (iv) include customary anti-dilution provisions covering stock splits, dividends, mergers and similar transactions. The Agents Cash Fee and the Broker Warrants are sometimes referred to collectively as the “Broker Fees”). The Broker Warrants may be issued directly to the Agents’ employees and affiliates at the Agents’ written request and will be issued within the (10) calendar days from the Final Close (as defined below).
Sample 1
Warrant Portion. At the Closing, the Company will issue to the Placement Agent (or the designees authorized by such Placement Agent), as compensation for its services hereunder, warrants, in the aggregate equal to Eight Percent (8%) of the number of shares of common stock underlying the Preferred with the identical terms as the Investor Warrants and such other terms as may be necessary to comply with FINRA rules (the “Placement Agent Warrants”). Under any circumstance, the Placement Agent Warrants shall be immediately exercisable, will only have cashless exercise right if the underlying shares are not registered on a Form S-1 or S-3 registration statement, and include customary anti-dilution provisions covering stock splits, dividends, mergers and similar transactions. The Financing Fee and the Placement Agent Warrants are sometimes referred to collectively as the “Broker Fees”). The Placement Agent Warrants may be issued directly to the respective Placement Agent’s employees and affiliates at the Placement Agent’s written request, subject to compliance with applicable securities laws.
Sample 1
Warrant Portion. At the Closing of an Offering, the Company will issue to the Placement Agent (or the designees authorized by such Placement Agent), as compensation for its services hereunder, warrants to purchase shares of Technologies’ Common Stock equal to (i) Ten Percent (10%) of the number of shares of Technologies’ Common Stock sold to the investors introduced by the Placement Agent in the Offering, excluding sales to the Referrals and (ii) Five Percent (5%) of the number of shares of Technologies’ Common Stock sold to the Referrals (the “Broker Warrants”). The Broker Warrants shall have an exercise price equal to $1.50 per share of the Common Stock. Under any circumstance, the Broker Warrants shall be immediately exercisable, expire five (5) years from the date of the final Closing of the Offering, will only have cashless exercise right if the underlying shares are not registered on a Form S-1 registration statement, and include a net exercise provision (including contemporaneously with a future sale of the Company) and include customary anti-dilution provisions covering stock splits, dividends, mergers and similar transactions. The Financing Fee and the Broker Warrants are sometimes referred to collectively as the “Broker Fees”). The Broker Warrants may be issued directly to the Placement Agent’s employees and affiliates at the Placement Agent’s written request, subject to compliance with applicable securities laws.
Sample 1

Related to Warrant Portion

  • 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. (a) Recapitalization, Reorganization, Reclassification,

  • Warrant Price During the period specified in Section 2.2, each Warrant shall, subject to the terms of this Warrant Agreement and the applicable Warrant Certificate, entitle the holder thereof to purchase the number of Warrant Securities specified in the applicable Warrant Certificate at an exercise price of $ per Warrant Security, subject to adjustment upon the occurrence of certain events, as hereinafter provided. Such purchase price per Warrant Security is referred to in this Agreement as the “Warrant Price.”

  • Certificate of Adjusted Exercise Price or Number of Shares Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

  • Adjustment of Number of Warrant Shares and Exercise Price The number and kind of Warrant Shares purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

  • Warrant Exercise Price 1.1 Each Warrant shall entitle the Warrant Holder the right to purchase one share of Common Stock of the Company (individually, a "Warrant Share" severally, the "Warrant Shares"). 1.2 The purchase price payable upon exercise of each Warrant ("Exercise Price") shall be $.

  • Adjustments to the Shares and Warrant Price In order to prevent dilution of the purchase rights granted under this Warrant, the Warrant Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2.

  • Default Exceeding 10% of Firm Units or Option Units In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Units or Option Units, the Representative may in its discretion arrange for itself or for another party or parties to purchase such Firm Units or Option Units to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Units or Option Units, the Representative does not arrange for the purchase of such Firm Units or Option Units, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Company and the Representative to purchase said Firm Units or Option Units on such terms. In the event the Representative does not arrange for the purchase of the Firm Units or Option Units to which a default relates as provided in this Section 6, this Agreement may be terminated by the Company without liability on the part of the Company (except as provided in Sections 3.12 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Units, this Agreement will not terminate as to the Firm Units; and provided further that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.

  • Adjustment of Exercise Price and Number of Warrant Shares Issuable The Exercise Price and the number of Warrant Shares issuable upon the exercise of each Warrant are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 10. For purposes of this Section 10, "Common Stock" means shares now or hereafter authorized of any class of common stock of the Company and any other stock of the Company, however designated, that has the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of the Company without limit as to per share amount.

  • Adjustment in Option Shares Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.

  • Default Exceeding 10% of Firm Shares or Option Shares In the event that the default addressed in Section 6.1 relates to more than 10% of the Firm Shares or Option Shares, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Shares or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares or Option Shares, you do not arrange for the purchase of such Firm Shares or Option Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to you to purchase said Firm Shares or Option Shares on such terms. In the event that neither you nor the Company arrange for the purchase of the Firm Shares or Option Shares to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by you or the Company without liability on the part of the Company (except as provided in Sections 3.9 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Shares, this Agreement will not terminate as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.

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