Warrant Solicitation Clause Samples

Warrant Solicitation. Upon the exercise of any Warrants on or after the first anniversary of the Effective Date, the Company shall pay to Maidstone a commission of eight (8%) percent of the aggregate exercise price of such Warrants, a portion of which may be reallowed by Maidstone to the dealer who solicited the exercise (which may also be you), if: (i) the market price of the Common Stock is greater than the exercise price of the Warrant on the date of exercise; (ii) the exercise of the Warrant was solicited by Maidstone; (iii) the Warrant is not held in a discretionary account; (iv) the disclosure of the compensation arrangements has been made in documents provided to customers, both as part of the Offering and at the time of exercise; and (v) the solicitation of the Warrant was not in violation of Rule 101 of Regulation M promulgated under the Exchange Act. No commission shall be paid to you on any Warrant exercise prior to the first anniversary of the Effective Date, or on any Warrant exercised at any time without solicitation by Maidstone or a soliciting dealer.
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Warrant Solicitation. Commencing one (1) year from the date hereof, upon the exercise of any Warrant, the exercise of which was solicited by the Representatives in accordance with the applicable rules and regulations of the NASD prevailing at the time of such solicitation, the Company shall pay to the soliciting Representative a fee of 5% of the aggregate exercise price of such Warrant (the "Warrant Solicitation Fee") within five (5) business days of such exercise, so long as the Representatives provided bona fide services in exchange for the Warrant Solicitation Fee and the Representatives have been specifically designated in writing by the holders of the Warrants as the broker. The Company further agrees that it will not solicit the exercise of any Warrant other than through the Representatives, unless either: (i) the Representatives cannot legally solicit the exercise of the Warrants at the time of such solicitation; (ii) the Representatives decline, in writing, to solicit the exercise of the Warrants within five (5) business days of such a written request by the Company; or (iii) the Representatives consent to the solicitation of the exercise of the Warrants by the Company or another entity.
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Warrant Solicitation. Upon the exercise of any Warrants on or after the first anniversary of the Effective Date, the Company shall pay you a commission of 10 percent of the aggregate exercise price of such Warrants, 8 percent of which may be reallowed by you to the dealer who solicited the exercise (which may also be you), if: (i) the market price of the Class A Shares is greater than the exercise price of the Warrant on the date of exercise; (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD"); (iii) the Warrant is not held in a discretionary account; (iv) the disclosure of the compensation arrangements has been made in documents provided to customers, both as part of the Offering and at the time of exercise; and (v) the solicitation of the Warrant was not in violation of Rule 10b-6 promulgated under the Exchange Act. The Company agrees not to solicit the exercise of any Warrant other than through you, and shall not authorize any other dealer to engage in such solicitation without your prior written consent. No commission shall be paid to you on any Warrant exercised prior to the first anniversary of the Effective Date, or on any Warrant exercised at any time without solicitation by you.
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Warrant Solicitation. The Company agrees not to solicit Warrant exercises other than through the Underwriters. Upon any exercise of the Warrants after twelve (12) months from the effective date, the Company agrees to pay any Underwriter fee of [5]% of the aggregate Warrants exercise price, if: (i) the market price of the Common Stock on the date the Warrants are exercised is greater than the then exercise price of the Warrants; (ii) the exercise of the Warrants is solicited by such Underwriter at such time as it is a member of the NASD and such Underwriter is designated in writing by the holder of the Warrants as the NASD member soliciting the exercise; (iii) the Warrants are not held in a discretionary account; (iv) the disclosure of compensation arrangements was made both at the time of the offering and at the time of exercise of the Warrants; and (v) the solicitation of exercise of the Warrants was not in violation of Regulation M promulgated under the Exchange Act. No Warrant solicitation by an Underwriter will occur for a period of twelve (12) months after the effective date. The Underwriters may engage sub-agents in their solicitation efforts.
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Warrant Solicitation. [Intentionally omitted]
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Warrant Solicitation. Upon the exercise of any Warrants on or after the first anniversary of the Effective Date, the Company shall pay to Maso▇ ▇▇▇▇ ▇ ▇ommission of five (5%) percent of the aggregate exercise price of such Warrants, a portion of which may be reallowed by Maso▇ ▇▇▇▇ ▇▇ the dealer who solicited the exercise (which may also be you), if: (i) the market price of the Common Stock is greater than the exercise price of the Warrant on the date of exercise; (ii) the exercise of the Warrant was solicited by a member of the NASD; (iii) the Warrant is not held in a discretionary account; (iv) the disclosure of the compensation arrangements has been made in documents provided to customers, both as part of the Offering and at the time of exercise; and (v) the solicitation of the Warrant was not in violation of Regulation M promulgated under the Exchange Act. No commission shall be paid to you on any Warrant exercise prior to the first anniversary of the Effective Date, or on any Warrant exercised at any time without solicitation by Maso▇ ▇▇▇▇ ▇▇ a soliciting dealer.
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Warrant Solicitation. Upon the exercise of any Warrants on or after the first anniversary of the Effective Date, the Company shall pay to Maso▇ ▇▇▇▇ ▇ ▇ommission of five (5%) percent of the aggregate exercise price of such Warrants, if: (i) the market price of the Common Stock is greater than the exercise price of the Warrant on the date of exercise; (ii) the exercise of the Warrant was solicited by a member of the NASD; (iii) the Warrant is not held in a discretionary account; (iv) the disclosure of the compensation arrangements has been made in documents provided to customers, both as part of the Offering and at the time of exercise; (v) the solicitation of the Warrant was not in violation of Regulation M promulgated under the Exchange Act; and (vi) you are designated in writing as the soliciting NASD member. No commission shall
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Warrant Solicitation. Upon the exercise of any Warrants on or after the first anniversary of the Effective Date, the Company shall pay to the Underwriters a commission of eight (8%) percent of the aggregate exercise price of such Warrants, a portion of which may be reallowed by the Underwriters to the dealer who solicited the exercise (which may also be you), if: (i) the market price of the Common Stock is greater than the exercise price of the Warrant on the date of exercise; (ii) the exercise of the Warrant was solicited by a member of the NASD; (iii) the Warrant is not held in a discretionary account; (iv) the disclosure of the compensation arrangements has been made in documents provided to customers, both as part of the Offering and at the time of exercise; and (v) the solicitation of the Warrant was not in violation of Regulation M promulgated under the Exchange Act. No commission shall be paid to you on any Warrant exercise prior to the first anniversary of the Effective Date, or on any Warrant exercised at any time without solicitation by Underwriters or a soliciting dealer.
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Related to Warrant Solicitation

  • Warrant Solicitation and Warrant Solicitation Fee (a) The Company has engaged ▇▇▇▇▇▇▇, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist ▇▇▇▇▇▇▇ with respect to such solicitation, if requested by ▇▇▇▇▇▇▇, and (ii) provide ▇▇▇▇▇▇▇, and direct the Company’s transfer agent and the Warrant Agent to deliver to ▇▇▇▇▇▇▇, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with ▇▇▇▇▇▇▇ in every respect in connection with ▇▇▇▇▇▇▇’▇ solicitation activities, including, but not limited to, providing to ▇▇▇▇▇▇▇, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), ▇▇▇▇▇▇▇ shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that ▇▇▇▇▇▇▇ solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and ▇▇▇▇▇▇▇ (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and ▇▇▇▇▇▇▇ with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by ▇▇▇▇▇▇▇, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to ▇▇▇▇▇▇▇, provided that ▇▇▇▇▇▇▇ delivers to the Warrant Agent within ten (10) business days from the date on which ▇▇▇▇▇▇▇ has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to ▇▇▇▇▇▇▇ with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. ▇▇▇▇▇▇▇ and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of ▇▇▇▇▇▇▇.

  • Non-Solicitation The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.

  • No Public Solicitation The Purchaser is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in securities generally.

  • Deliveries and Solicitation The Manager may control access to the Residence for deliveries. The Manager may allow reasonable access to political candidates or their representatives for the purpose of canvassing for support and delivering pamphlets.

  • Non-Competition/Solicitation To the Company’s knowledge, no Respondent is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect such Respondent’s ability to be and act in the capacity of a director or officer of the Company, as applicable.