Placement Agent Warrants definition
Examples of Placement Agent Warrants in a sentence
The Cash Fee, the Placement Agent Warrants, and the non-accountable expense, calculated in the manner provided in Section 1, and reimbursement of expenses as set forth in Section 6 shall have been paid or delivered to the Placement Agent by wire transfer of immediately available funds to an account or accounts specified by the Placement Agent to the Company on the Closing Date.
For U.S. federal (and applicable state, local and non-U.S.) income tax purposes, the Cash Fee and the Placement Agent Warrants shall be treated as payments for services performed by the Placement Agent that does not give rise to redemption premiums on the Series H Preferred Stock includible in income under Treasury Regulation Section 1.305-5, and the parties hereto shall file all applicable tax returns consistent with the foregoing tax treatment of such fees.
The number of shares of Common Stock issuable upon the conversion or exercise of the Series H Preferred Stock, Warrants, and Placement Agent Warrants issued at the Closing does not exceed the number of authorized but unissued and unreserved shares of Common Stock, of the Company.
No holder of the Placement Agent Warrants, the Placement Agent Warrant Shares, the Series H Preferred Stock, the Conversion Shares, the Warrants, or the Warrant Shares will be subject to personal liability solely by reason of being such a holder.
The execution and delivery of this Agreement and the Placement Agent Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors of the Company (“Board”), or the Company’s shareholders in connection herewith or therewith.