C Warrant Shares definition
Examples of C Warrant Shares in a sentence
The issuance, sale and delivery of the New Shares, the Exchange Shares and the Series C Warrant Shares in accordance with this Agreement and the Series C Warrants have been duly authorized by all necessary corporate action on the part of the Company.
Holdings acknowledges that Exelixis is not required to register the A Warrants, the B Warrants, the C Warrants, the A Warrant Shares, the B Warrant Shares or the C Warrant Shares under the Securities Act.
The issuance by the Company of the Securities (other than the Series A Warrant Shares and the Series C Warrant Shares) has been registered under the 1933 Act, the Securities (other than the Series A Warrant Shares and the Series C Warrant Shares) are being issued pursuant to the Registration Statement and all of the Securities (other than the Series A Warrant Shares and the Series C Warrant Shares) are freely transferable and freely tradable by each of the Buyers without restriction.
Holdings agrees that the A Warrants, the B Warrants, the C Warrants, the A Warrant Shares, the B Warrant Shares and the C Warrant Shares may not be resold (1) without registration thereof under the Securities Act (unless an exemption from such registration is available), or (2) in violation of any law.
The Registration Statement is effective and available for the issuance of the Securities (other than the Series A Warrant Shares and the Series C Warrant Shares) thereunder and the Company has not received any notice that the SEC has issued or intends to issue a stop-order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so.
The Company meets all of the requirements for the use of Form S-1 under the 1933 Act for the offering and sale of the Securities (other than the Series A Warrant Shares and the Series C Warrant Shares) contemplated by this Agreement and the other Transaction Documents, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) under the 1933 Act.
Each of the Series C Warrant Shares, the Series D Warrant Shares and the Pre-Funded Warrant Shares, when issued in accordance with the terms of the Series C Warrants, the Series D Warrants and the Pre-Funded Warrants, respectively, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the applicable Transaction Documents.
Holdings is not and will not be an underwriter within the meaning of Section 2(11) of the Securities Act with respect to the A Warrants, the B Warrants, the C Warrants, the A Warrant Shares, the B Warrant Shares or the C Warrant Shares.
Immediately prior to execution of this Agreement, the Company shall have delivered, and as soon as practicable after execution of this Agreement the Company shall file, the Prospectus with respect to the Securities (other than the Series A Warrant Shares and the Series C Warrant Shares) and as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder.
From January Convertible Notes (250%): 833,333 From October Convertible Notes (400%): 2,733,900 From May Convertible Notes (266.67%): 888,889 Warrant Shares (calculated per Section 4.18(a)): 2,733,900 Series A Warrant Shares (subject to the final paragraph of this signature page), 833,333 Series B Warrant Shares, 2,733,900 Series C Warrant Shares and 888,889 Series D Warrant Shares.