Examples of Series C Warrant Shares in a sentence
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or intends to issue a stop-order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so.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 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.
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.
The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof, subject, with respect to the issuance of the Series A Warrant Shares and the Series C Warrant Shares upon the exercise of the Series A Warrants and the Series C Warrants, as applicable, to Stockholder Approval (as defined below).
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.
Holder shall execute and deliver the aggregate cash exercise price for such Series C Warrant to the bank account set forth on the Company’s signature page hereto and the Company shall deliver the Series C Warrant Shares to the Holder via the Depository Trust Company Deposit or Withdrawal at Custodian system pursuant to the instructions set forth on the Holder’s signature page hereto.
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.
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.
The Company is eligible to register the issuance and sale of the Securities (other than the Series A Warrant Shares and the Series C Warrant Shares) to the Buyers using Form S-1 promulgated under the 1933 Act.
The “Plan of Distribution” section under the Registration Statement permits the issuance and sale of the Securities (other than the Series A Warrant Shares and the Series C Warrant Shares) hereunder and as contemplated by the other Transaction Documents.