Warrant Put Sample Clauses

Warrant Put. Notwithstanding anything to the contrary set forth in this Warrant, in the event of (i) any Acquisition of the Company, (ii) any liquidation of the Company, (iii) any liquidation or deemed liquidation of the Company under its Constitutional Documents or under any documents governing the Series G Preferred Stock, or (iv) the expiry of this Warrant, Holder shall have the right (but not the obligation) to exchange this Warrant (the "Put Right") for the greater of (i) cash sum of $300,000, and (ii) 3.9% of the Equity Value of the Company (as defined below) at the time of the Put Right is triggered (which for the avoidance of doubt shall be determined on a pre-management carve-out (Series G Preferred Stock) basis) (the "Exchange Put Price"). The above "3.9% of Equity Value" (the "Reference Percentage") assumes that the Company is able to draw all Tranches under Facility A and Facility B of the Loan Agreement. Until such time as the Company is able to draw all Tranches, the Reference Percentage shall be (i) 2.1% on the Issue Date with the disbursement of Tranche 1 of Facility B, (ii) 2.4% on the date Tranche 2 of Facility B is disbursed, (iii) 3% on the date the Company may draw Tranche 3 of Facility B, and (iv) an additional 0.3% on each (of three) occasions when the Company meets the financial performance criteria to increase the Facility A Dollar Credit Limit (for an aggregate among clauses (i) through (iv) of 3.9%). The Exchange Put Price shall be paid as and when any payment is made on in respect of Series G Preferred Stock (which term shall include any security or instrument into which the Series G Preferred Stock may convert or for which it may be exchanged) and adjusted on a relative percentage basis to the extent that Holder has converted any part of this Warrant and later exercises its Put Right. Except as to a put effected under Section 1.6, Holder shall exercise such Put Right by written notice as provided in this Warrant and, upon receipt by the Company of such notice, the Expiration Date of this Warrant shall be deemed extended until such time as the Company has paid the Exchange Put Price to Holder. The Company shall promptly (and in no event later than (five) 5 business days of Xxxxxx's notice to the Company) pay the Exchange Put Price to Holder.
Sample 1See All (4)
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Warrant Put. Notwithstanding anything to the contrary set forth in this Warrant, in the event of (i) any Acquisition or other change in control of the Company, (ii) any initial public offering or other listing of Company securities, (iii) any liquidation or the Company or event treated as a liquidation under the Articles of Incorporation of the Company, and (iv) upon expiry of this Warrant, Holder shall have the right (but not the obligation) to exchange this Warrant for the cash sum of $88,000 (the “Exchange Put Price”); provided, however, if Tranche 3 of the Loan Agreement is not drawn by the Company in whole or in part, the Exchange Put Price shall be reduced by $11,616 to $76,384. Holder shall exercise such right by written notice as provided in this Warrant and, upon receipt by the Company of such notice, the Expiration Date of this Warrant shall be deemed extended until such time as the Company has paid the Exchange Put Price to Holder. The Company shall promptly (and in no event later than (five) 5 business days of Holder’s notice to the Company) pay the Exchange Put Price to Holder.
Sample 1
Warrant Put. Notwithstanding anything to the contrary set forth in this Warrant, in the event of any Acquisition, or maturity or termination of the Loan Agreement, or upon expiry of this Warrant, Holder shall have the right (but not the obligation) to exchange this Warrant for the cash sum of $12,000 which is deemed earned and vested on the Issue Date (the “Exchange Put Price”). Holder shall exercise such right by written notice as provided in this Warrant and the Expiration Date of this Warrant shall be deemed extended until such time as the Company has paid the Exchange Put Price to Holder. The Company shall promptly (and in no event later than (five) 5 business days of Holder’s notice to the Company) pay the Exchange Put Price to Holder.
Sample 1
Warrant Put. Notwithstanding anything to the contrary set forth in this Warrant, in the event of (i) any Acquisition of the Company, (ii) maturity of the Loan, (iii) change of Control, or (iv) the expiry of this Warrant, Holder shall have the right (but not the obligation) to exchange this Warrant (the “Put Right”) for the cash sum of $250,000 (the “Exchange Put Price”); provided, however, if the Company does not draw Tranche 2 under the Loan Agreement, the Exchange Put Price shall be $200,000. The Exchange Put Price shall be adjusted on a relative percentage basis to the extent that Holder has converted any part of this Warrant and later exercises its Put Right. Except as to a put effected under Section 1.6, Holder shall exercise such Put Right by written notice as provided in this Warrant and, upon receipt by the Company of such notice, the Expiration Date of this Warrant shall be deemed extended until such time as the Company has paid the Exchange Put Price to Holder. The Company shall promptly (and in no event later than (five) 5 business days of Holder’s notice to the Company) pay the Exchange Put Price to Holder.
Sample 1
Warrant Put. Notwithstanding anything to the contrary set forth in this Warrant, in the event of any Acquisition, a liquidation of the Company, any public offering or listing of the Company’s securities, or upon the expiry of this Warrant, Holder shall have the right (but not the obligation) to exchange this Warrant for the cash sum of $0.314465 per share of Warrant Stock remaining unexercised under this Warrant (the “Exchange Put Price” and such right, the “Put Right”); provided, however, that if the number of Warrant Shares issuable under this Warrant at the time the Put Right is exercised exceeds [______], the Exchange Put Price shall be equal to a fraction, (i) the numerator of which shall be $[______], and (ii) the denominator of which shall be equal to the aggregate number of Warrant Shares issuable under this Warrant at such time and, provided further, (A) if the Exchange Price and number of Warrant Shares is adjusted in accordance with Section 4, or (B) this Warrant is transferred in part in accordance with Section 2, the Exchange Put Price will be adjusted in proportion to such changes. Holder shall exercise such right by written notice as provided in this Warrant and the Expiration Date of this Warrant shall be automatically extended until such time as the Company has paid the Exchange Put Price to Holder. The Company shall promptly (and in no event later than 5 Business Days of Holder’s notice to the Company) pay the Exchange Put Price to Holder.
Sample 1
Warrant Put. Subject to the terms of Section 8 of the Purchase Agreement, the Warrants shall be purchased in whole or in part, at the election of the Holder, upon the occurrence of a Warrant Put Event, as set forth in Section 8 of the Purchase Agreement, at the Warrant Purchase Price determined pursuant to and in accordance with the procedures set forth in Section 8 of the Purchase Agreement.
Sample 1
Warrant Put. Subject to the terms and conditions hereof and of the Warrant, the Purchaser shall have the right, at its sole and absolute discretion, upon ten (10) days prior written notice to Primedex, to require that Primedex purchase from the Purchaser the Warrant and/or any Warrant Shares then issued to the Purchaser, at any time after the fifth anniversary of the Closing Date at a aggregate price of Two Million Three Hundred Eighty-Seven Thousand Nine Hundred Seventy-Five Dollars ($2,387,975).
Sample 1
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Related to Warrant Put

  • 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.”

  • Warrant Shares If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

  • Warrant Price Duration and Exercise of Warrants Section 2.1.

  • 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,

  • Disposition of Warrant and Exercise Shares (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until: (i) The Company shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed disposition; (ii) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, for the Holder to the effect that such disposition will not require registration of such Warrant or Exercise Shares under the Act or any applicable state securities laws. (b) The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

  • Warrant Private Placement Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 12,250,000 warrants (9,750,000 warrants to be purchased by the Sponsor and 2,500,000 warrants to be purchased by the Representative), which warrants are substantially identical to the Warrants, subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement, up to an additional 750,000 Placement Warrants, at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Warrants and the underlying Ordinary Shares may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, associated persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

  • Exercise of Warrant; Term Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than the Expiration Time, by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

  • Private Warrant and Working Capital Warrant Attributes The Private Warrants and Working Capital Warrants will be identical to the Public Warrants.

  • Warrants and Issuance of Warrant Certificates (a) A Warrant initially shall entitle the Registered Holder thereof to purchase one Warrant Share in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased by the Registered Holder shall be delivered to the Registered Holder. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or the number of Warrant Shares purchasable upon exercise of the Warrants.

  • Issuance of Warrant Shares (a) The Warrant Agent shall on the Trading Day following the Exercise Date of any Warrant, advise the Company, the transfer agent and registrar for the Company’s Common Stock, in respect of (i) the number of Warrant Shares indicated on the Notice of Exercise as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants that remain outstanding after such exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonably request. (b) Upon the Warrant Agent’s receipt, at or prior to the close of business on the Expiration Date, of the executed Notice of Exercise, accompanied by payment of the Exercise Price pursuant to Section 2(b) of the Warrant Certificate (other than in the case of a Cashless Exercise), the Warrant Agent shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise no later than the Warrant Share Delivery Date.

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