Adjustment of Notes and Warrants Clause Samples

The "Adjustment of Notes and Warrants" clause defines how the terms of notes and warrants—such as conversion rates, exercise prices, or the number of securities issuable—may be modified in response to certain corporate events. For example, if the issuing company undergoes a stock split, merger, or issues dividends, this clause outlines the method for recalculating the rights and obligations attached to the notes and warrants to ensure holders are not unfairly disadvantaged. Its core function is to maintain the economic value and fairness of these instruments for both the issuer and the holders when significant changes to the company’s capital structure occur.
Adjustment of Notes and Warrants. (a) Conversion Price of Notes. The conversion price of the convertible promissory notes (the "Notes") issued to the Investor pursuant to the ----- Investment Agreement by and among the Company and the other investors named therein dated March 10, 2000 (the "Investment Agreement"), as -------------------- specified in Section 2.1 of the Note, is hereby amended so that such conversion price at any time is equal to Fifty Thousand (50,000) multiplied by the lowest price at which the Company sells any shares of its capital stock (other than a sale pursuant to the exercise of an option, right or warrant to subscribe for shares of Common Stock that are outstanding on the date hereof or options granted under the Company's stock option plan) after the first date on which the Investor purchases shares of Series A Preferred (the "Lowest ------
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Adjustment of Notes and Warrants. (a) Conversion Price of Notes. The conversion price of the convertible promissory notes (the "Notes") issued to the Investor pursuant to the Investment Agreement by and among the Company and the other investors named therein dated March 10, 2000 (the "Investment Agreement"), as specified in Section 2.1 of the Note, is hereby amended so that such conversion price at any time is equal to Fifty Thousand (50,000) multiplied by the lowest price at which the Company sells any shares of its capital stock (other than a sale pursuant to the exercise of an option, right or warrant to subscribe for shares of Common Stock that are outstanding on the date hereof or options granted under the Company's stock option plan) after the first date on which the Investor purchases shares of Series A Preferred (the "Lowest
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Related to Adjustment of Notes and Warrants

  • Purchase of Notes and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Notes and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth in Exhibit A hereto) from the Company, secured promissory notes in the aggregate principal amount of up to Three Million Dollars ($3,000,000), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions and for no additional consideration, each of the Purchasers shall be issued at the Initial Closing Date (as defined below) Warrants, in substantially the form attached hereto as Exhibit C (the “Warrants”), to purchase an aggregate of up to 2,000,000 shares of the Company’s common stock, no par value (the “Common Stock”). The Warrants shall expire seven (7) years following the Initial Closing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the Warrant).

  • Notes and Warrants At or prior to the Closing, the Company shall have delivered to the Purchasers the Notes (in such denominations as each Purchaser may request) and the Warrants (in such denominations as each Purchaser may request).

  • Exclusion of Private Placement Warrants and Working Capital Warrants The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such Private Placement Warrants or the Working Capital Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants and the Working Capital Warrants, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants or the Working Capital Warrants to exercise the Private Placement Warrants and the Working Capital Warrants prior to redemption pursuant to Section 6.3. Private Placement Warrants and Working Capital Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants and shall become Public Warrants under this Agreement.

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.