Warrants Transferable. Subject to compliance with applicable federal and state securities laws, this Warrant and all rights hereunder may be transferred, in whole or in part, without charge to the holder hereof (except for transfer taxes), upon surrender of this Warrant properly endorsed. Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Warrant shall have been so endorsed, may be treated by [[Organization A:Organization]], at [[Organization A:Organization]]’s option, and all other persons dealing with this Warrant as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of [[Organization A:Organization]] and notice to the contrary notwithstanding; but until such transfer on such books, [[Organization A:Organization]] may treat the registered owner hereof as the owner for all purposes.
Lost Warrants. Upon receipt of evidence reasonably satisfactory to [[Organization A:Organization]] of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to [[Organization A:Organization]], or in the case of any such mutilation upon surrender and cancellation of such Warrant, [[Organization A:Organization]], at its expense, will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
Warrants Fee. As compensation with respect to a consummated Financing, the Company shall issue to Network 1 or its designees at the closing, warrants with an exercise period of three years (the “Network 1 Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) which equates to 2% of the aggregate amount raised whether directly or via convertible securities, options or warrants (in the case of convertible securities, options, and warrants, the number of shares of common stock into which such convertible securities are convertible or for which such warrants are exercisable in the Financing). If the Securities in the Financing include warrants, the Network 1 Warrants shall have the same terms, including exercise price and registration rights (but including exercise period only if longer than 5 years), as warrants issued in the Financing, except as provided below. However, if the Securities in the Financing do not include warrants, then the Network 1 Warrants shall have an exercise price equal to 110% of the closing price of the day of closing the placement.
Fractional Warrants. Upon the exercise of this Warrant, no fractions of shares of the Common Stock shall be issued; but fractional Warrants shall be delivered, entitling the Holder, upon surrender with other fractional Warrants aggregating one or more full shares of the Common Stock, to purchase such full shares of the Common Stock.
Forward Placement Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5(b) shall have been satisfied, the Selling Stockholder may exercise its right to request the entry into a Forward by delivering to the Forward Purchaser (with a copy to the Company) a Forward Placement Notice; provided, however, that # in no event may the Selling Stockholder deliver a Forward Placement Notice to the extent that the sum of # the “Size Cap” (as defined in the Master Forward Confirmation) specified in such Forward Placement Notice (the “Forward Share Number”), plus # the aggregate number of # Forward Hedge Shares previously sold in connection with this Agreement and # Common Shares otherwise sold by the Selling Stockholder to or through the Agent under this Agreement, would exceed the Maximum Selling Stockholder Amount; and # prior to delivery of any Forward Placement Notice, the Forward Hedge Selling Period for any previous Forward Placement Notice shall have expired or been terminated. A Forward Placement Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons set forth in [Schedule II] hereto and confirmed by the Selling Stockholder by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, the Forward Purchaser may modify the list of such persons from time to time. The Forward Purchaser may accept the Forward Placement Notice by executing and delivering to the Selling Stockholder such Forward Placement Notice. For the avoidance of doubt, the Forward Purchaser may reject any Forward Placement Notice in its sole discretion.
A Private Placement Number issued by Standard & Poors CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for the Notes.
Post-Closing Funding. Immediately following the Closing, FDCO shall conduct a private placement of 1,100,000 shares of FDOC Stock, on a post-Reverse Stock Split basis, at a price of $0.55 per share.
[[Organization B:Organization]] acknowledges, represents and warrants (as of the date hereof) to, and agrees with, [[Organization C:Organization]] and the Placement Agent that:
“Additional Note Agreement” means any note purchase agreement, private shelf facility or other similar agreement entered into on or after December 4, 2020 in connection with any institutional private placement financing transaction providing for the issuance and sale of debt Securities by any Loan Party or any Subsidiary (other than any Excluded Subsidiary) to one or more institutional investors.
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