Warrants and Warrant Shares. The Warrant Holder consents to the Company making a notation on its records or giving instructions to the transfer agent of the Company in order to implement the restrictions on transfer of the Class A Warrants and Warrant Shares set forth in this Section 12.
Warrants and Warrant Shares. (a) The Warrants will be acquired for IBM’s own account for investment purposes and not with a view to any offering or distribution within the meaning of the Securities Act and any applicable state securities laws. IBM has no present intention of selling or otherwise disposing of the Warrants or the Warrant Shares in violation of such laws.
(b) IBM has sufficient knowledge and expertise in financial and business matters so as to be capable of evaluating the merits and risks of its investment in ACI. IBM understands that this investment involves a high degree of risk and could result in a substantial or complete loss of its investment. IBM is capable of bearing the economic risks of such investment.
(c) IBM acknowledges that ACI has indicated that the Warrants and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements thereof, and that the Warrant Shares will bear a legend stating that such securities have not been registered under the Securities Act and may not be sold or transferred in the absence of such registration or an exemption from such registration.
Warrants and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Warrants and Warrant Shares. All Warrants issued pursuant to this Agreement will, when issued, (i) have been duly created and authorized and validly issued as fully paid securities in the capital of Buyer Parent, free of any Encumbrance, right of first refusal, pre-emptive right, subscription right or other similar right with respect thereto, other than under any applicable Legal Requirements; and (ii) freely tradeable after the expiry of applicable hold periods and compliance with resale restrictions and conditions under the applicable Legal Requirements. All Warrant Shares issuable upon the exercise of the Warrants, (i) have been duly authorized and when issued upon the exercise of the Warrants will be validly issued as fully paid and non-assessable securities in the capital of Buyer Parent, free of any Encumbrance, right of first refusal, pre-emptive right, subscription right or other similar right with respect thereto, other than under any applicable Legal Requirements; and (ii) be freely tradeable after the expiry of applicable hold periods and compliance with resale restrictions and conditions under the applicable Legal Requirements. The certificate representing the Warrants will be in proper form under the laws of British Columbia and comply in all material respects with the requirements of the TSX and the NYSE MKT and will not conflict with the constating documents of Buyer Parent or the laws of British Columbia.
Warrants and Warrant Shares. Investor may exercise its right to purchase shares of the Common Stock, pursuant to the Warrants, on the terms and conditions set forth in this section (the “Warrant Shares”).
(a) No later than one (1) year after the date of registration with the SEC of any shares of the Common Stock of the Company for sale or resale to the public (“First Termination Date”), Investor may elect to purchase, whereupon the Company shall issue, pursuant to the terms and conditions of this Agreement, up to Two Hundred Forty-Three Thousand Sixty (243,060) Warrant Shares at an exercise price of One and 50/100 Dollars ($1.50) per share (“First Exercise Price”). Investor’s right to purchase any Warrant Shares pursuant to this subsection shall expire at 5:00 P.M. Pacific Time on the First Termination Date.
(b) No later than two (2) years after the date of such registration of any shares of the Common Stock of the Company (“Second Termination Date”), Investor may elect to purchase, whereupon the Company shall issue, pursuant to the terms and conditions of this Agreement, up to Two Hundred Forty-Three Thousand Sixty (243,060) Warrant Shares at an exercise price of Two and No/100 Dollars ($2.00) per share (“Second Exercise Price”). Investor’s right to purchase any Warrant Shares pursuant to this subsection shall expire at 5:00 P.M. Pacific Time on the Second Termination Date.
(c) No later than three (3) years after the date of such registration of any shares of the Common Stock of the Company (“Third Termination Date;” collectively with the First Termination Date and the Second Termination Date, the “Termination Dates”), Investor may elect to purchase, whereupon the Company shall issue, pursuant to the terms and conditions of this Agreement, up to Two Hundred Forty-Three Thousand Sixty (243,060) Warrant Shares at an exercise price of Two and 50/100 Dollars ($2.50) per share (“Third Exercise Price;” collectively with the First Exercise Price and the Second Exercise Price, the “Exercise Price”). Investor’s right to purchase any Warrant Shares pursuant to this subsection shall expire at 5:00 P.M. Pacific Time on the Third Termination Date.
(d) Notwithstanding any other provision of this Agreement to the contrary, in no event shall Investor be permitted to purchase any Warrant Shares later than the date which is ten (10) years after the date of this Agreement, nor shall any Warrant be sold, transferred, assigned, hypothecated, pledged, or in any way alienated (each a “Transfer”) by Investo...
Warrants and Warrant Shares. The Warrants (including any Warrants issued pursuant to Section 1.4) have been duly authorized and, when executed and delivered as contemplated hereby, will constitute a valid and legally binding obligation of the Company in accordance with their terms, and the shares of Common Stock issuable upon exercise of the Warrants (including Warrants issuable pursuant to Section 1.4) (the “Warrant Shares”) have been duly authorized and reserved for issuance upon exercise of the Warrants and when issued will be duly and validly issued, fully paid and non-assessable.
Warrants and Warrant Shares. The Warrants, when issued pursuant to the terms of this Agreement, will be duly authorized, validly issued and outstanding, fully paid, nonassessable and free and clear of all pledges, liens, encumbrances and restrictions, except as set forth in Section 5 hereof.
Warrants and Warrant Shares. The Class A Warrants, Class B Warrants, Class A Warrant Shares and Class B Warrant Shares have been duly authorized by CSC and:
(i) the Class A Warrants and Class B Warrants, upon delivery by CSC to Noteholder in exchange for receipt by CSC from Noteholder of the Original Note, shall constitute true and valid obligations of CSC in accordance with the terms of the Class A Warrant Certificate and Class B Warrant Certificate, respectively,
(ii) the Class A Warrant Shares, upon issuance in accordance with the terms and conditions of the Class A Warrant Certificate, shall be duly authorized, validly issued, fully paid for and non-assessable;
(iii) the Class B Warrant Shares, upon issuance in accordance with the terms and conditions of the Class B Warrant Certificate, shall be duly authorized, validly issued, fully paid for and non-assessable;
(iv) CSC has duly reserved for issuance upon proper exercise of the Class A Warrants 1 million Class A Warrant Shares; and
(v) CSC has duly reserved for issuance upon proper exercise of the Class B Warrants 1 million Class B Warrant Shares.
Warrants and Warrant Shares. For purposes of this Section 1, and the calculation of any amounts payable hereunder, it shall not be relevant whether the provisions of Section 11 of the Securities Purchase and Loan Agreement have become effective in accordance with the terms thereof (including for purposes of determining the Repurchase Price thereunder), and all calculations described in this Section 1 shall be made as if those provisions were in full force and effect on and after the date hereof. Similarly, it shall not be relevant for purposes of this Section 1 whether the Warrants have become exercisable in accordance with their terms, it being assumed for purposes of this Section 1 and the calculations hereunder, that all Warrants are exercisable from and after the date hereof.
Warrants and Warrant Shares. (i) Upon a Recapitalization Event and the reclassification of the Company's capital stock as provided in paragraph (b) above, the Warrants shall be automatically amended to provide that upon exercise, each Warrant shall represent the right to acquire a share of New Class B and shall no longer represent the right to acquire a share of Class B Common Stock; and
(ii) Upon the subsequent effectiveness of the Third Amended and Restated Certificate, the Warrants shall be automatically amended to provide that upon exercise, each Warrant shall represent the right to acquire a share of class A common stock, $0.01 par value, with rights and preferences thereto as described in the Third Amended and Restated Certificate, and shall no longer represent the right to acquire a share of New Class B.
