Warrants Generally Clause Samples
The "Warrants Generally" clause defines the basic assurances or guarantees that one party makes to another within a contract. Typically, this clause outlines the representations regarding the status, authority, or condition of the parties or subject matter involved, such as confirming that a seller has clear title to goods or that a company is duly organized and authorized to enter into the agreement. Its core practical function is to provide a foundation of trust and accountability by ensuring that key facts are accurate, thereby reducing the risk of disputes arising from misrepresentations or misunderstandings.
Warrants Generally. In consideration for the agreements of the Lender set forth herein, the Company agrees to issue Warrants to the Lender on the terms and conditions set forth in this Agreement. Each Warrant shall have the following terms and conditions:
(a) each Warrant shall be immediately exercisable, and shall expire on the date which is the third anniversary of the Closing Date;
(b) each Warrant shall be exercisable to purchase one share of Common Stock at a price equal to the lesser of (i) $1.00, or (ii) the average closing price of the Company's Common Stock, as reported on the NASDAQ SmallCap Market for twenty trading days, commencing ten trading days before the Closing Date and ending on the tenth trading day following the Closing Date;
(c) each Warrant shall have the terms and conditions set forth in the form of Warrant attached hereto;
(d) each Warrant may be exercised, in whole or in part, by payment in cash or by certified or bank check or by wire transfer, or in accordance with the terms of the Warrant, by a cashless exercise; and
(e) the holder of each Warrant shall be entitled, at each meeting of stockholders of the Company while the Warrants are outstanding and have not been exercised, a number of votes equal to the number of Warrant Shares which would be then issuable upon exercise of the Warrants, only to the extent that such Warrants have not been exercised at such time; each holder of Warrants shall be eligible to cast such votes with the Common Stock, and the record date for casting such votes shall be the same as the record date for the record holders of the Company's Common Stock.
Warrants Generally. (a) The Warrants may be issued from time to time in one or more series and the aggregate number of Warrants which may be issued pursuant to this Agreement is unlimited. All Warrants of any one series shall be substantially identical except as to denomination.
(b) Each series of Warrants shall be authorized by a Board Resolution which shall specify and establish the terms of such series, which may include the following: (i) the title of the Warrants; (ii) the aggregate number of Warrants of such series; (iii) the price or prices at which the Warrants will be initially issued by the Company; (iv) the designation, amount, and terms of the Warrant Shares purchasable upon exercise of the warrants; (v) if a Warrant is issued together as a unit with one or more Warrants to purchase other Company Securities constituting the Warrant Shares and the date on and after which the Warrants comprising the unit will be separately transferable; (vi) the Exercise Price for each Warrant (which shall be the same for all Warrants of the same series); (vii) the Exercise Date and Expiration Date of each Warrant (which shall be the same for all Warrants of the same series) (viii) information with respect to book-entry procedures, if any; (ix) any provisions for adjustment of the Exercise Price of the Warrants and/or for adjustment in the number or dollar amount of Warrant Shares receivable upon exercise of the Warrants; (x) in the case of Warrants to purchase Preferred Stock, the designation of the series of such Preferred Stock and the liquidation, dividend, conversion and voting rights of such series; (xi) the name of the Warrant Agent (which may be the Company); (xii) in the case of Warrants to purchase Common Stock only, whether or not the Warrants are redeemable at the option of the Company and, if redeemable, the terms and conditions pertaining to such redemption, (xiii) a discussion of any material federal income tax considerations; (xiv) the currency or currencies, including composite currencies, in which payment of the Exercise Price of the Warrants shall be payable, if other than Dollars; (xv) in the case of Warrants to purchase a series of debt securities, whether or not such debt securities are subordinated to “Senior Debt” of the Company; and, if subordinated, a description of what constitutes “Senior Debt:, any restrictions imposed upon payment of the subordinated debt, the interest rate and payment terms of the subordinated debt, the Exercise Price of the Warrants a...
Warrants Generally. Each Lender hereby agrees to be bound by the terms of and to comply in all respects with each Warrant issued to such Lender.
Warrants Generally