Warrants/Options Sample Clauses

Warrants/Options. PETX shall cause its outstanding warrants and options to be exercised or terminated prior to the Closing and agrees not to issue prior to the Closing any warrants, options or other rights to acquire capital stock of PETX.
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Warrants/Options. Except as described in Schedule 2.25, there ----------------- ------------- are no outstanding subscriptions, rights, warrants, calls or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the sale or issuance of, any shares of capital stock of or other equity or other ownership interest in the Company or any of its subsidiaries.
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Warrants/Options. Consultant and the Company agree and understand, and relinquish their respective rights to dispute, that Consultant shall be classified as a “non-employee Director” for purposes of the Company’s practices and procedures concerning the compensation of non-employee Directors, subject to the terms and conditions of this Section 4 of the Agreement. Consultant and the Company further agree and understand that Consultant hereby waives his right to receive any compensation, including any retainer payment(s), that may be awarded by the Company to other Directors during the Engagement Period, except that Consultant shall receive attendance fees on terms and conditions substantially similar to those pursuant to which other non-employee Directors may, from time-to-time, receive attendance fees, consistent with the Company’s practices and procedures concerning the compensation of non-employee Directors. In addition to the foregoing, the committee established by the Board of Directors of the Company to administer the Company’s 2011 Omnibus Incentive Plan (the “Equity Plan”) shall grant to Consultant, on or around November 1, 2013, a one-time award of 30,000 nonqualified stock options under the Equity Plan, or any successor plan. Consultant and the Company further agree and understand that any and all warrants and/or stock options that were granted or awarded to Consultant prior to the Effective Date shall continue with full force and effect in accordance with their terms and conditions, and the terms thereof shall not be accelerated, vested, or otherwise affected solely by virtue of Consultant’s execution or the terms and conditions of any provision of this Agreement. To avoid ambiguity or doubt, Consultant and the Company agree and understand that warrants and/or stock options granted or awarded to Consultant prior to the Effective Date, as identified on the schedule annexed as “Schedule B” to this Agreement, shall be governed by and in accordance with the terms and conditions of the Equity Plan and the controlling grant agreement, and that Consultant shall be deemed to be in “Continuous Service,” as that term is defined in the Equity Plan, through the term of the options identified in Schedule B.
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Warrants/Options. The parties acknowledge that the Employee is in receipt of a stock option grant dated January 26, 2009 for 100,000 shares of common stock of the Company, with such exercise price being the closing price on the date of grant. In recognition of extraordinary efforts provided during Employee’s services since inception of employment in January 2009, the CFO will be granted an additional stock option as of the date hereof to purchase up to 150,000 shares of common stock of the Company at an exercise price equivalent to the closing per share price of common stock of the Company on August 13, 2009.
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Warrants/Options. The following shall be added as Section 7.18 of the Agreement: "Warrant/Option Waivers. RCG shall have received executed waiver letters, in the form of the attached Exhibit 7.18(a), from each Farequest warrant/option holder listed on Schedule 7.18."
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Warrants/Options. Pursuant to the terms of all outstanding Farequest options and warrants, at the Effective Time the holders of said options/warrants shall be entitled, upon the exercise of said options/warrants pursuant to the terms thereof, to receive the per share merger consideration, on a fully diluted basis, payable by RCG to the Farequest stockholders pursuant to the terms of this Agreement. Any options/warrants that have been awarded by Farequest but have not yet been issued shall, when issued, contain provisions to effectuate the foregoing." 15. Exhibit 2.1(b). The last sentence of Exhibit 2.1(b) to the Agreement is hereby deleted and replaced by the following: "To the extent any preferred shares have been converted prior to Closing, 0.96 of that number of common shares issued as a result of such converted preferred shares shall be added to the 17,321,146 number of common shares to be issued pursuant to Section 2.1(a)."
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Warrants/Options. The President will receive options to purchase up to 500,000 shares of common stock of the Company at a strike price equivalent to the per share price of common stock of the Company at the closing of the RTO.
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Warrants/Options. Upon the Effective Date, each outstanding option, warrant or other right to purchase New York Common Shares shall be converted into and become an option, warrant or right to purchase a number of shares of Delaware Common Stock equal to the product of 10,256.3954 and the number of New York Common Shares purchasable upon exercise thereof at a price per share equal to the quotient resulting from dividing the price as in effect at the Effective Date by 10,256.3954 (with fractional shares issuable in the aggregate to each holder thereof to be rounded up to the nearest whole number), and upon the same terms and subject to the same conditions as set forth in the agreements entered into by UNIVEC pertaining to such option, warrant or right. The Surviving Corporation shall reserve a number of shares of Delaware Common Stock for purposes of such options, warrants and rights sufficient to allow the exercise thereof.
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Warrants/Options. 3 2.3 Preferred Stock of Commemorative Brands, Inc................................................. 4 2.4 Payment of Total Purchase Price.............................................................. 4 2.5 Appointment of Stockholders' Representative.................................................. 6 2.6
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Related to Warrants/Options

  • Options, Warrants, etc In the event that the Company shall issue rights, options or warrants to any person or persons who are at the time of such issuance are stockholders of the Company, entitling them to subscribe for or purchase shares (or securities convertible or exchangeable into shares) at a price per share (or having a conversion or exchange price per share if a security convertible or exchangeable into shares) less than the $0.20 per share on the record date for such issuance (or the date of issuance, if there is no record date), the number of Consultant Shares on and after such record date (or issuance date, as the case may be) shall be determined by multiplying the number of Consultant Shares immediately prior to such record date (or issuance date, as the case may be) by a fraction, of which the numerator shall be the number of Consultant Shares outstanding on such record date (or issuance date, as the case may be) plus the number of Shares which the total offering price of the total number of such shares so as to be offered (or the aggregate initial exchange or conversion price of the exchangeable or convertible securities so to be offered) would purchase at such $0.20 on such record date (or issuance date, as the case may be) and of which the denominator shall be the number of Consultant Shares outstanding on such record date (or issuance date, as the case may be). Such adjustment shall be made successively whenever such an issuance occurs; and in the event that such rights, options, warrants, or convertible or exchangeable securities are not so issued or expire or cease to be convertible or exchangeable before they are exercised, converted, or exchanged (as the case may be), then the Consultant Shares shall again be adjusted to be the number of Consultant Shares that would then be in effect if such issuance had not occurred, but such subsequent adjustment shall not affect the number of Consultant Shares issued prior to the date such subsequent adjustment is made.

  • Rights, Options and Warrants If the Company distributes, to all or substantially all holders of Common Stock, rights, options or warrants (other than rights issued or otherwise distributed pursuant to a stockholder rights plan, as to which Sections 5.05(A)(iii)(1) and 5.05(F) will apply) entitling such holders, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced, then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; OS = the number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = a number of shares of Common Stock obtained by dividing (x) the aggregate price payable to exercise such rights, options or warrants by (y) the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced. To the extent such rights, options or warrants are not so distributed, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the increase to the Conversion Rate for such distribution been made on the basis of only the rights, options or warrants, if any, actually distributed. In addition, to the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants (including as a result of such rights, options or warrants not being exercised), the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the increase to the Conversion Rate for such distribution been made on the basis of delivery of only the number of shares of Common Stock actually delivered upon exercise of such rights, option or warrants. For purposes of this Section 5.05(A)(ii) and Section 5.01(C)(i)(3)(a)(I), in determining whether any rights, options or warrants entitle holders of Common Stock to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date the distribution of such rights, options or warrants is announced, and in determining the aggregate price payable to exercise such rights, options or warrants, there will be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration, if not cash, to be determined by the Company in good faith and in a commercially reasonable manner.

  • Rights, Warrants, Etc Pursuant to Instruction, the Custodian shall (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to any agent of such issuer or trustee, for purposes of exercising such rights or selling such securities, and (b) deposit securities in response to any invitation for the tender thereof.

  • Options, Warrants, Reserved Shares Except for (i) the warrant issued to Value Partners Greater China High Yield Income Fund in March 2019, (ii) any A Shares (and options and warrants therefor) reserved for issuance to the employees, directors, and consultants of the Group Companies pursuant to any equity incentive plan that may be adopted from time to time by the Company, (iii) as provided in the Restated Articles, and (iv) any A Shares to be issued to certain potential investors for this financing round on or around April 30, 2019, including the transactions contemplated herein, there are no options, warrants, conversion privileges, agreements, or rights of any kind with respect to the issuance or purchase of the Purchased Shares or any other securities of the Company. Apart from any exceptions noted in the Restated Articles, no outstanding shares (including the Purchased Shares), or shares issuable upon exercise or exchange of any outstanding options, warrants, or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal, or other rights of any kind to purchase such shares (whether in favor of the Company or any other person).

  • Warrants (a) In consideration of the Lender providing the Loan on the terms of this Agreement, the Borrower shall, as soon as practicable as determined at the Lender’s sole discretion (but in any case, not earlier than the first Initial Loan Disbursement Date) issue and deliver, to the satisfaction of the Lender, common stock purchase warrants (the “Warrants”) to the Lender (or the Transferee as designated by the Lender by notice to the Borrower in writing (including by email) reasonably in advance prior to the issuance of the Warrants) on the following key terms: (i) the Warrants issued shall not exceed 15% of the issued and outstanding common stock of the Borrower; and (ii) the exercise price for each relevant Warrant Share shall be Conversion Price and otherwise subject to clause 10(b); and (iii) the Warrants may be exercisable, in whole or in part, at any time during the term of this Agreement commencing on the issuance date of the Warrants. (b) To the extent the relevant amount of the Repayable Amount of the Initial Loan was not (i) repaid by the Borrower and/or (ii) converted into Shares, the Lender shall have a right to set off the Lender’s obligation to pay the Warrants exercise price set out in clause 10(a)(ii) in the amount of the Repayable Amount of the Initial Loan then outstanding against the relevant obligation of the Borrower to repay such Repayable Amount to the Lender. In this case, the Borrower shall set off the relevant obligations as set out in this clause 10(b), and: (i) the relevant obligation of each Party shall be deemed fully performed and discharged; and (ii) no Party shall have any claims whatsoever to the other Party in respect of the performance of the relevant obligation. (c) Clause 10(b) shall be without prejudice to the Lender’s right to pay (or procuring its Paying Agent to pay) to the Borrower any amount of the exercise price due for the relevant Shares, without exercising its right to set off.

  • Options, Warrants and Rights Grant or issue any options, warrants, calls, puts or other rights of any kind relating to the purchase, redemption or conversion of shares of its capital stock or any other securities (including securities convertible into capital stock) or enter into any agreement or understanding with respect to any such action.

  • The Warrants The Warrants shall have the terms and conditions and be in the form attached hereto as Exhibit B.

  • Stock Options and Warrants At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b).

  • Purchase Options Neither the Property nor any part thereof is subject to any purchase options or other similar rights in favor of third parties.

  • Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.

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