Examples of Unregistered Warrant Shares in a sentence
At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Unregistered Warrants and Unregistered Warrant Shares may reasonably request in connection with a pledge or transfer of the Unregistered Warrants or Unregistered Warrant Shares.
Certificates for Unregistered Warrant Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.
As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of a certificate representing Unregistered Warrant Shares issued with a restrictive legend.
Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Unregistered Warrants or the Unregistered Warrant Shares by the Company to the Purchasers as contemplated hereby.
The Unregistered Warrant Shares, when issued in accordance with the terms of the Unregistered Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.
For the avoidance of doubt, in the event that the Holder elects to exercise this Warrant and purchase Warrant Shares during the Redemption Period, the Holder shall be entitled to cashless exercise under Section 5(b) with respect to any Excess Unregistered Warrant Shares.
The Company has offered the Unregistered Warrants and Unregistered Warrant Shares for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.
The Company agrees to timely file a Form D with respect to the Unregistered Warrants and the Unregistered Warrant Shares as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser.
Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Unregistered Warrants or Unregistered Warrant Shares by any form of general solicitation or general advertising.
The Company agrees to timely file a Form D with respect to the Unregistered Warrant and Unregistered Warrant Shares as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser.