Exchange Warrant Shares definition
Examples of Exchange Warrant Shares in a sentence
Upon exercise of the Exchange Warrants in accordance with the terms thereof, the Exchange Warrant Shares when issued will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Parent Preferred Stock.
The Company agrees to take all actions, including, without limitation, the issuance by its legal counsel of any necessary legal opinions, necessary to issue the Exchanged Shares and the Exchange Warrant Shares (assuming a cashless exercise thereof) that are freely tradable on the Principal Market without restriction and not containing any restrictive legend without the need for any action by the Holder.
Upon issuance upon exercise of the Exchange Warrant, in accordance with the Exchange Warrant, the Exchange Warrant Shares, when issued, will be validly issued, fully paid and nonassessable and free from all Liens with respect to the issue thereof, with the Holder being entitled to all rights accorded to a holder of Common Stock.
Upon exercise in accordance with the Exchange Warrants, the Exchange Warrant Shares will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.
As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue the Exchange Shares pursuant to this Agreement and the Exchange Warrant Shares pursuant to any exercise of the Exchange Warrants.
When issued pursuant to the terms of the Company Shares and the Warrants, the Conversion Shares, the Warrant Shares, and the Exchange Warrant Shares will be validly issued, fully paid and non-assessable and free from all Liens, with the holders being entitled to all rights accorded to a holder of Preferred Stock or Common Stock, as the case may be.
Upon exercise in accordance with the Warrants and the Exchange Warrants, the Warrant Shares and Exchange Warrant Shares will be validly issued, fully paid and nonassessable and free from all Liens, Subject to the accuracy of the representations and warranties of the Investors in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act.
The Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 100% of the number of shares of Common Stock needed to provide for the issuance of the Exchange Warrant Shares (without regard to any limitations on exercise thereof).
Exchange Warrants and the Exchange Warrant Shares are collectively referred to herein as the “Securities”.
Assuming the Holder is not an affiliate of the Company, neither the Exchange Primary Securities nor, assuming a cashless exercise of the Exchange Warrant, the Exchange Warrant Shares, in each case, shall be required to bear any restrictive legend and the Exchange Shares (assuming a cashless exercise with respect to any Exchange Warrant Shares) shall be freely tradeable by the Holder pursuant to and in accordance with Rule 144 of the Securities Act (“Rule 144”).