Contingent Warrant Clause Samples

A Contingent Warrant clause grants the right to purchase shares or other securities of a company if certain specified events or conditions occur. Typically, these warrants are issued as part of a financing arrangement or as an incentive, and they only become exercisable if the triggering event—such as achieving a financial milestone or a change in company control—takes place. This clause is used to align interests between parties and to provide additional upside or protection, ensuring that the warrant holder benefits if the agreed-upon conditions are met.
Contingent Warrant. In the event that: (i) the Common Stock has not ------------------ been registered by the earlier of (a) June 30, 2000 or the Extended Date, if applicable, or (b) the date of a public announcement prior to June 30, 2000 or the Extended Date, if applicable, of a proposed purchase of VisionAmerica by or business combination of VisionAmerica with a third party other than ICON; and --- (ii) ICON has proceeded in good faith with VisionAmerica to pursue a proposed business combination with VisionAmerica; and (iii) the parties have been unable --- to consummate such business combination by June 30, 2000 or the Extended Date, if applicable, then in such events VisionAmerica agrees to issue in the name of ICON and within five (5) business days to deliver to ICON a warrant (the "Warrant") to purchase 1,000,000 shares of VisionAmerica Common Stock. The exercise price of the Warrant shall be equal to: (x) in the event of an issuance pursuant to (i)(a) above, a price equal to the average closing price of VisionAmerica common stock, as reported on NASDAQ, for the trading days from March 1, 2000 through June 30, 2000 or the Extended Date, if applicable; and (y) in the event of an issuance pursuant to (i)(b) above, a price equal to the average closing price of VisionAmerica common stock, as reported on NASDAQ, for the trading days beginning March 1, 2000 and ending ten (10) days prior to any announcement made before June 30, 2000, of a transaction described in (i)(a) or (i)(b) of this Paragraph. This Warrant shall expire (i) two years after its issuance, and (ii) at any time that a business combination between ICON and VisionAmerica is consummated. This Warrant may not be sold or assigned by ICON. The Warrant shall be in the form of and shall have the terms and conditions as contained in the form of warrant attached hereto as Exhibit B, and incorporated herein by reference.
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Contingent Warrant. In the event that the Required Conditions (as defined below) have been satisfied prior to the Condition Deadline (as defined below), ATS shall, promptly following satisfaction of such Required Conditions, also execute and deliver to Seller the Warrant to Purchase Shares of Common Stock, to be dated the date that such Required Conditions were satisfied, but not exercisable until July 1, 2011, substantially in the form attached hereto as Exhibit F (the "Contingent Warrant"), pursuant to which Seller shall have the right to purchase up to 37,139,233 shares of common stock of ATS (the "Contingent Warrant Stock") at an exercise price equal to the greater of (i) the fair market value as of the date of the Contingent Warrant, which shall be equal to the closing price of the common stock of ATS quoted in the over-the-counter market in which the common stock of ATS is traded on the day immediately prior to the date of the Contingent Warrant; and (ii) $0.05 per share.
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Contingent Warrant. (i) In the event that a Listing Event has not occurred by December 31, 2023, then: (A) the Company agrees to issue to the Purchaser a Common Stock purchase warrant to purchase up to 500,000 shares of Common Stock (the “Contingent Warrant”) at the Contingent Warrant Exercise Price and on the terms set forth in the form of warrant attached as Exhibit 3; and (B) on the twentieth Trading Day after December 31, 2023, the Company will deliver or cause to be delivered to the Purchaser the Contingent Warrant, duly executed by the Company. (ii) As a condition to the issuance of the Contingent Warrant, the Purchaser will deliver or cause to be delivered to the Company a certificate stating that the representations and warranties made by the Purchaser in Section 3 of this Agreement are true and correct in all material respects as of the date of such issuance relating to the Contingent Warrant and the Contingent Warrant Shares. (iii) For purposes of this Agreement, the initial exercise per share of the Contingent Warrant (the “Contingent Warrant Exercise Price”), which such price will be written by the Company on the Contingent Warrant upon issuance, shall equal the lower of: (A) the volume weighted average closing price per share of Common Stock calculated on the basis of the Closing Sale Price (as defined in the Contingent Warrant) and the trading volume of the Common Stock for each of the twenty consecutive Trading Days ending as of December 31, 2023; provided, however, in the event the Common Stock is not traded on a national securities exchange or the OTC Markets, or a volume weighted average closing price cannot be reasonably calculated for each of such twenty consecutive Trading Days, such price shall be equal to the fair market value of the Common Stock as agreed by the Company and the Holder, or if no such agreement between the parties, then such price shall be determined by an independent valuation firm mutually agreed to by the Company and Holder, and the cost of such independent valuation shall be paid by the Company; or (B) $2.00.
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Contingent Warrant. The Company shall grant to TMC a five year fully vested but contingent warrant (substantially in the form attached hereto as Exhibit "B") to purchase up to 3,762,500 Shares ("Contingent Warrant"), as follows: A. A warrant to purchase 2,412,500 Shares exercisable on and from the Closing as to 1,912,500 Shares, at an exercise price of $1.32 and, upon the price of the Company's Shares first trading in excess of $3.00 per Share for a period of fifteen (15) consecutive trading days following the date hereof (the "Price Threshold"), the remaining 500,000 Shares shall become exercisable at an exercise price of $3.00 per Share. B. A warrant to purchase 150,000 Shares at an exercise price of $1.50 per Share, exercisable on and from the Closing Date. Such warrants shall be distributed to BT ▇▇▇▇ ▇▇▇▇▇. C. A warrant to purchase 200,000 Shares, at an exercise price of $1.50 per Share, provided such warrant shall not be exercisable until the Price Threshold is achieved. D. A warrant to purchase 1,000,000 Shares exercisable on and from the Closing at an exercise price of $1.32 per Share, provided that such warrant (i) if transferred, may be transferred by TMC to any officer, director, employee or consultant of the Company other than Lehman, Yukelson, ▇▇▇▇▇ or any employee of TMC, (a "Permitted Transferee") and (ii) may only be exercised by a Permitted Transferee and not by TMC.
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Contingent Warrant. At or immediately prior to the Closing the Surviving Corporation shall have issued a contingent warrant agreement to Mercury in substantially the form set forth as Exhibit A hereto (the "CONTINGENT WARRANT").
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Contingent Warrant. At or prior to Closing, Parent shall have executed and delivered the Contingent Warrants.
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Related to Contingent Warrant

  • Replacement Warrants If any mutilated Warrant is surrendered to the Warrant Agent or the Company and the Warrant Agent receives evidence to its satisfaction of the destruction, loss or theft of any Warrant, the Company shall issue and the Warrant Agent, upon receipt of a Warrant Countersignature Order, shall countersign a replacement Warrant if the Warrant Agent's requirements are met. If required by the Warrant Agent or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Warrant Agent and the Company to protect the Company, the Warrant Agent, any Agent and any agent for purposes of the countersignature from any loss that any of them may suffer if a Warrant is replaced. The Company may charge for its expenses in replacing a Warrant. Every replacement Warrant is an additional warrant of the Company and shall be entitled to all of the benefits of this Warrant Agreement equally and proportionately with all other Warrants duly issued hereunder.

  • Lost Warrants The Company represents and warrants to the Holder hereof that upon receipt of evidence reasonably satisfactory to the Company 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 the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant, the Company, at its expense, will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.

  • Placement Warrants The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and, when issued in accordance with the terms of the Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

  • Terms of the Units and Placement Warrants 8.1 The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be subject to transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement and (iii) the Units and component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available. 8.2 Subscriber agrees to vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described in the Registration Statement.

  • Warrant On or before the Closing Date, the Company shall issue the Warrant to the Buyer pursuant to the terms of contained therein.