Examples of Advisory Warrant in a sentence
Specific surviving conditions will include, but not limited to: (I) payment of the monthly retainer and expenses incurred through termination, (ii) grant and survival of the Advisory Warrant pursuant to 2(b), (iii) payment of Success Fees earned under section 2(d) during the Term and for Transactions considered during the Term and completed within 18 months of the termination of this agreement, (iv) Section 3, Future Investment Banking Activities and (v) Section 5, Indemnity.
The Advisory Warrant will provide for registration rights (including a onetime demand registration right and unlimited piggyback rights) and customary anti-dilution provisions (for stock dividends and splits and recapitalizations only) consistent with FINRA Rule 5110, and further, the number of shares underlying the Advisory Warrant shall be reduced if necessary to comply with FINRA rules or regulations.
The Advisory Warrant Shares will be issued to D&C upon a minimum of $2 million raised at a mutually agreeable share price and shall vest 25% upon the 181st day after execution of this agreement and 5% each month over the subsequent months.
The Advisory Warrant Shares, which will carry such legends under SEC Rule 144 as are deemed appropriate and necessary by the Company’s counsel, will be included in the first registration statement filed by the Company covering the securities issued in any Placement hereunder (or securities issuable upon conversion or exercise thereof).
Notwithstanding anything to the contrary contained herein, the Advisory Warrant shall be owned free and clear of all liens other than the liens created by the Advisor and any breach of this Agreement shall not affect the Advisor's ownership rights of the Advisory Warrant.
For tax purposes only, the Company and the Advisor agree that the value of the Advisory Warrant as of the date hereof is $100.00.
The Advisory Warrant Shares shall have an exercise price of $0.05 per share and shall have a five (5) year term.
The Company shall file a registration statement on Form S-3 (the "Registration Statement") covering the Warrants, the Conversion Shares, the shares of Common Stock underlying the Agent Warrants (the "Agent Warrant Shares"), and the shares of Common Stock underlying the Advisory Warrant (the "Advisory Warrant Shares") within three (3) months after the Initial Closing.
Subject to compliance with federal and state laws and regulations and an opinion of the Company’s counsel (at the Company’s expense), which shall not be unreasonably withheld and the rules of any self-regulatory organization, the Advisory Warrant Shares will be transferable within D&C’s organization, at D&C’s discretion, or as obligated to participating FINRA member firms.
The Advisory Warrant shall expire three years from the date hereof.