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 Exchange Shares to be delivered by Buyer to Sellers at the Closing together with the Exchange Warrant Shares to be issued upon the exercise of the Exchange Warrants constitute ninety-five and three quarters percent (95.75%) of the issued and outstanding equity interests of Buyer on a fully-diluted basis (including Convertible Securities of Buyer), but excluding for such purposes the Buyer Warrants.
The Exchange Shares issued and delivered in accordance with Article I to Sellers are, and upon their issuance the Exchange Warrant Shares shall be, upon issuance and delivery of such Buyer Shares, fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, and any Liens incurred by Sellers, and the issuance and sale of such Buyer Shares pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.
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.
The Holder acknowledges that the Exchange Warrant Shares acquired upon the exercise of this Exchange Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.
The Company shall use reasonable best efforts to secure the listing or designation for quotation (as applicable) of all of the Exchange Warrant Shares upon the Principal Market (subject to official notice of issuance) and shall maintain such listing of all the Exchange Warrant Shares from time to time issuable under the terms of the Exchange Documents.
Upon issuance in accordance herewith or pursuant to the Exchange Warrant, as applicable, 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 holders being entitled to all rights accorded to a holder of Common Stock.
As of the Effective Date, the Company shall have duly authorized and reserved for issuance a number of shares of Common Stock which equals the number of Exchange Warrant Shares issuable upon exercise of the Exchange Warrants.
Whenever the Exercise Price is adjusted pursuant to this Section 3, the Company shall promptly provide to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Exchange Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
The Company shall promptly secure the listing or designation for quotation (as applicable) of all of the Exchange Shares and Exchange Warrant Shares upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed or designated for quotation (as applicable) (subject to official notice of issuance) and shall maintain such listing of all the Exchange Shares and Exchange Warrant Shares from time to time issuable under the terms hereof.