Warrants. The Warrants included in the Units, when issued and delivered in the manner set forth in the Warrant Agreement against payment for the Offered Securities by the Underwriters pursuant to this Agreement, will be duly issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
Warrants. (i) At least forty five (45) days prior to any Transfer of Warrants by Acquisition Company or the Foundation (each a "Warrant Transferor") to any Person other than the Company or a Wholly Owned Subsidiary, the Warrant Transferor shall deliver a written notice (the "Warrant Sale Notice") to the Company (and the Company shall deliver the Warrant Sale Notice to the other holders of Warrants and other Stockholders), specifying in reasonable detail the number of shares of Warrants to be Transferred, the proposed terms and conditions of the proposed Transfer and the identity of the prospective transferee(s). Upon receipt of the Warrant Sale Notice, each of the other holders of Warrants and, in the manner provided in Section 7(c)(ii) below, each Management Stockholder (the "Tag-along Warrant Holders") shall have a right (a "Warrant Tag-along Right") to participate in the contemplated Transfer by delivering written notice (the "Warrant Tag-along Notice") to the Warrant Transferor and the Company within 30 days after receipt by the Tag-along Warrant Holders of the Warrant Sale Notice. If any Tag-along Warrant Holder has elected to participate in such Transfer, the Warrant Transferor and each such electing Tag-along Warrant Holder shall be entitled to sell in the contemplated Transfer, at the same price per Warrant and on the same terms, a number of Warrants equal to the product of (A) the percentage of outstanding Warrants held by such Person and (B) the number of Warrants to be sold in the contemplated Transfer. The Warrant Transferor shall use commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Tag-along Warrant Holders in the contemplated Transfer, and no Warrant Transferor shall Transfer any Warrants to any prospective transferee(s) if such transferee(s) refuses to allow the full participation of the Tag-along Warrant Holders as set forth herein. Notwithstanding the foregoing, if Acquisition Company does not exercise its Warrant Tag-along Right with respect to a Warrant Sale Notice given by the Foundation, no Management Stockholder shall have a Warrant Tag-along Right with respect thereto.
Warrants. If the Investment Guidelines so permit, the Local Manager may effect transactions in warrants for a Portfolio.
Warrants. A warrant is a time-limited right to subscribe for shares, debentures, loan stock or government securities, and is exercisable against the original issuer of the securities. Warrants often involve a high degree of gearing, so that a relatively small movement in the price of the underlying security results in a disproportionately large movement, favourable or unfavourable in the price of the warrant. The prices of warrants can therefore be volatile. The Investment Adviser should not include warrants in the Investment Guidelines unless the Investment Adviser is prepared for a Portfolio to sustain a total loss of the money the Investment Adviser has invested plus any commission or other transaction charges. Some other instruments are also called warrants but are actually options (for example, a right to acquire securities which is exercisable against someone other than the original issuer of the securities, often called a “covered warrant”). If the Investment Adviser is considering including warrants in the Investment Guidelines, it is essential to understand that the right to subscribe which a warrant confers is invariably limited in time. Therefore, if the Investment Adviser fails to exercise this right within the pre-determined time scale, the investment becomes worthless.
Warrants. As of the Effective Time, each outstanding warrant (a "Warrant") to purchase shares of Common Stock shall be converted into a warrant to acquire Acquiror Shares, as provided in this Section. Following the Effective Time, each Warrant shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Warrant was subject immediately prior to the Effective Time, except as set forth in this Section and except that (A) each such Warrant shall be exercisable for that number of whole Acquiror Shares equal to the product of (x) the aggregate number of shares of Common Stock for which such Warrant was exercisable multiplied by (y) the Exchange Ratio; provided, however, that no Warrant shall be exercisable for a fractional Acquiror Share, and the holder of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price of the Warrant being exercised therewith, such offset to be determined by multiplying the fraction of an Acquiror Share to which a holder of a Warrant would be entitled to receive times the excess of the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrant, and (B) the exercise price per Acquiror Share issuable pursuant to such Warrant shall be equal to the aggregate exercise price of such Warrant at the Effective Time divided by the number of Acquiror Shares for which such Warrant shall be exercisable as determined in accordance with the preceding clause (A), rounded to the next highest whole cent, if necessary. Acquiror shall, on behalf of Merger Sub, take such other actions as are reasonably necessary to revise and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable after the Effective Time with an appropriate warrant agreement or amendment to existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery upon the exercise of Warrants.
Warrants. At the Effective Time, all rights with respect to Company Common Stock under Company Warrants that are then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Company Warrant in accordance with the terms (as in effect as of the date hereof) of such Company Warrants. From and after the Effective Time, (a) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the number of shares of Parent Common Stock subject to each Company Warrant shall be equal to the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding down to the nearest whole share (with cash, less the applicable exercise price, being payable for any fraction of a share), (c) the per share exercise price under each such Company Warrant shall be adjusted by dividing the per share exercise price under such Company Warrant by the Exchange Ratio and rounding up to the nearest cent and (d) any restriction on the exercise of any Company Warrant shall continue in full force and effect and the term, exercisability, schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that such Company Warrant shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent to the Effective Time. The Company shall take all action that may be necessary (under the Company Warrants and otherwise) to effectuate the provisions of this Section 5.7 and to ensure that, from and after the Effective Time, holders of Company Warrants have no rights with respect thereto other than those specifically provided herein.
Warrants. On the Closing Date, the Company will issue and deliver the Warrants to the Subscribers. One Class A Warrant will be issued for every Share which would be issued on the Closing Date assuming the complete conversion of the Note on the Closing Date at the Conversion Price. The exercise price to acquire a Warrant Share upon exercise of a Class A Warrant shall be equal to $0.035, subject to reduction as described in the Class A Warrant. The Class A Warrants shall be exercisable until five years after the issue date of the Warrants.
Warrants. This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [If Warrants are attached to Other Securities and are not immediately detachable —, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)] to purchase, at any time [after [ ] p.m., [City] time, on and] on or before [ ] p.m., [City] time, on , $ principal amount of [Title of Warrant Debt Securities] (the “Warrant Debt Securities”), of Vical Incorporated (the “Company”), issued or to be issued under the Indenture (as hereinafter defined), on the following basis: during the period from , through and including , each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase the principal amount of Warrant Debt Securities stated in the Warrant Certificate at the warrant price (the “Warrant Price”) of % of the principal amount thereof [plus accrued amortization, if any, of the original issue discount of the Warrant Debt Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the Warrant Debt Securities or, if no interest shall have been paid on the Warrant Debt Securities, from the date of their original issuance]. [The original issue discount ($ for each $1,000 principal amount of Warrant Debt Securities) will be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using a 360-day year consisting of twelve 30-day months]. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Debt Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).
Warrants. At the Closing, the Company shall issue to the Purchasers Warrants to purchase an aggregate of 1,000,000 shares of Common Stock. The Warrants shall be exercisable for five (5) years from the date of issuance and shall have an exercise price equal to $3.00 per share.
Warrants. If the Investment Guidelines so permit, MSIM may effect transactions in warrants for the Fund.
