Placement Agent Warrant Shares definition

Placement Agent Warrant Shares means collectively the shares of Common Stock of the Company issuable upon exercise of this Placement Agent Warrant in accordance with its terms, as such number may be adjusted pursuant to the provisions thereof.

Placement Agent Warrant Shares as defined in the Preamble.

Placement Agent Warrant Shares means shares of DelMar Common Stock issuable upon conversion of, and payable as dividends on, the shares of Series C Preferred Stock underlying the Placement Agent Warrants.

Examples of Placement Agent Warrant Shares in a sentence

• Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Placement Agent Warrant to the Company until the Holder has purchased all of the Placement Agent Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Placement Agent Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company.

• The provisions of this Placement Agent Warrant are intended to be for the benefit of any Holder from time to time of this Placement Agent Warrant and shall be enforceable by the Holder or holder of Placement Agent Warrant Shares.

• The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Placement Agent Warrant Shares without having a new Warrant issued.

• The Holder and the Company shall maintain records showing the number of Placement Agent Warrant Shares purchased and the date of such purchases.

• The Holder acknowledges that the Placement Agent Warrant Shares acquired upon the exercise of this Placement Agent Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

• All Placement Agent Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Placement Agent Warrant and shall be identical with this Placement Agent Warrant except as to the number of Placement Agent Warrant Shares issuable pursuant thereto.

• Partial exercises of this Placement Agent Warrant resulting in purchases of a portion of the total number of Placement Agent Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Placement Agent Warrant Shares purchasable hereunder in an amount equal to the applicable number of Placement Agent Warrant Shares purchased.

• The Holder and any assignee, by acceptance of this Placement Agent Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Placement Agent Warrant Shares hereunder, the number of Placement Agent Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

• No provision hereof, in the absence of any affirmative action by the Holder to exercise this Placement Agent Warrant to purchase Placement Agent Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

• If Placement Agent Warrant Shares are issued in such a “cashless exercise,” the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Placement Agent Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Placement Agent Warrant Shares.

More Definitions of Placement Agent Warrant Shares

Placement Agent Warrant Shares means the shares of Common Stock issuable to the Placement Agent upon exercise of the Placement Agent Warrant; and “Approved Share Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee, officer or director for services provided to the Company in their capacity as such. It is expressly understood and agreed that the offer and sale by the Company of a Direct Participation Interest shall not constitute a Subsequent Placement only if the offer and sale of such Direct Participation Interest and such Direct Participation Interest (i) does not include or involve any security (as defined under the 1933 Act) (other than the Direct Participation Interest itself, which constitutes a security under the 0000 Xxx) or other equity interest or equity-linked interest in the Company, any Subsidiary or any other Person and (ii) amounts paid or received in respect of any such Direct Participation Interest are derived solely from the oil and gas well leases underlying such Direct Participation Interest and not from any other business or operations of the Company or any of its Subsidiaries. “Direct Participation Interest” means a fractional undivided working interest in oil and gas well leases acquired by the Company.

Placement Agent Warrant Shares means the shares of Common Shares issuable upon the exercise of the Placement Agent Warrants.

Placement Agent Warrant Shares as defined in the Recitals.

Placement Agent Warrant Shares means the shares of Common Stock issuable to the Placement Agent upon exercise of the Placement Agent Warrant. It is expressly understood and agreed that the offer, issuance and sale by any Project Subsidiary (as defined in the Notes) of Project LLC Securities (as defined below) shall not constitute a Subsequent Placement only if (i) the offer, issuance and sale of such Project LLC Securities does not include or involve any security (as defined under the 1000 Xxx) or other equity interest or equity-linked interest in the Company, any Subsidiary or any other Person (except that the applicable Project LLC Securities themselves constitute a security under the 1933 Act) and (ii) such Project LLC Securities are offered, issued and sold by such Project Subsidiary only (1) in connection with the incurrence of specific Permitted Project Indebtedness (as defined in the Notes) by such Project Subsidiary and (2) to a Person that (I) is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and its Subsidiaries, (II) actually provides strategic benefits to such Project Subsidiary issuing such Project LLC Securities and (III) is the lender of such Permitted Project Indebtedness. “Project LLC Securities” means a limited liability company membership interest of a Project Subsidiary that is not, directly or indirectly, convertible into or exercisable or exchangeable for shares of Common Stock or any other security (as defined in the 1000 Xxx) of, or other equity interest of or equity-linked interest in, the Company, any Subsidiary or any other Person.

Placement Agent Warrant Shares means the shares of Common Stock issuable upon exercise of the Placement Agent Warrants. “Pre-Funded Unit” means a fixed combination of one Pre-Funded Warrant, one Series A Warrant and one Series B Warrant.