Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Shelf Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Shelf Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.
Delivery of Warrant Shares. The Company shall deliver to the holder Warrant Shares in accordance with the terms of the Warrant.
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to Section 3(a), the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).
Definition of Warrant Shares. For purposes of this Agreement, “Warrant Shares” shall mean the number of shares of [[Organization A:Organization]]’s Common Stock issuable upon exercise of this Warrant.
(Print Name of Registered Holder)
Warrant Agent. [[Organization A:Organization]] shall serve as warrant agent under this Warrant. Upon thirty (30) days notice to the Holder, [[Organization A:Organization]] may appoint a new warrant agent. Any corporation into which [[Organization A:Organization]] or any new warrant agent may be merged or any corporation resulting from any consolidation to which [[Organization A:Organization]] or any new warrant agent shall be a party or any corporation to which [[Organization A:Organization]] or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holders last address as shown on the Warrant Register.
Warrant Grants. The Committee may grant Warrants to purchase shares of Common Stock from the Company, to such key persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Committee shall determine, subject to the provisions of the Plan. The term “Incentive Warrant” means a Warrant that is intended to qualify for special federal income tax treatment pursuant to Sections 421 and 422 of the Code as now constituted or subsequently amended, or pursuant to a successor provision of the Code, and which is so designated in the applicable Award Agreement. Any Warrant that is not specifically designated as an Incentive Warrant shall under no circumstances be considered an Incentive Warrant. Any Warrant that is not an Incentive Warrant is referred to herein as a “Non-Qualified Warrant.” The Committee may grant Incentive Warrants only to employees, and any grants of Warrants to any other key persons shall only be Non-Qualified Warrants.
Warrant Portion. At the Closing of an Offering, the Company will issue to the Agents (or the designees authorized by such Agents), as compensation for its services hereunder, warrants to purchase shares of the Company’s common stock equal to Eight Percent (8%) of the number of Securities sold in the Offering to investors (the “Broker Warrants”). The Broker Warrants shall be issued to Katalyst, who shall allocate such warrants as agreed to by Katalyst and Dinosaur. If the Securities included in an Offering are convertible, the number of shares of common stock issuable upon exercise of the Broker Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Broker Warrants shall have the same terms as any warrants issued to investors in the applicable Offering, except that such Broker Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the closing price of the Company’s common stock as reported in the Nasdaq Capital Market on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Broker Warrants shall be in a customary form reasonably acceptable to the Agents, and shall have: # a term of three (3) years; # an exercise price equal to 125% of the Offering Price; # shall include cashless exercise provisions if there is no effective registration statement covering the Broker Warrants and piggyback registration rights; and # include customary anti-dilution provisions covering stock splits, dividends, mergers and similar transactions. The Agents Cash Fee and the Broker Warrants are sometimes referred to collectively as the “Broker Fees”). The Broker Warrants may be issued directly to the Agents’ employees and affiliates at the Agents’ written request and will be issued within the (10) calendar days from the Final Close (as defined below).
Warrant Agreement. The Company shall have entered into the Warrant Agreement.
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.
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