The Warrants and Warrant Shares Sample Clauses
The "Warrants and Warrant Shares" clause defines the terms under which warrants are issued and the rights associated with the shares that may be acquired upon exercising those warrants. Typically, this clause outlines the number of warrants granted, the exercise price, the period during which the warrants can be exercised, and the conditions for converting warrants into shares. For example, it may specify that each warrant entitles the holder to purchase a certain number of shares at a predetermined price within a set timeframe. The core function of this clause is to provide clear terms for the issuance and exercise of warrants, ensuring both parties understand the rights and obligations related to potential future equity ownership.
The Warrants and Warrant Shares. Each Warrant has been duly authorized and, when executed and delivered as contemplated hereby, will constitute a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and by general principles of equity. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrants and when so issued in accordance with the terms of the Warrants will be validly issued, fully paid and non-assessable, subject, if applicable, to the approvals of its stockholders set forth on Schedule 3.
The Warrants and Warrant Shares. Each Warrant, when issued in accordance with this Agreement, will have been duly authorized by the Company and will constitute a valid and legally binding obligation of the Company in accordance with its terms, in each case except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and the Warrant Shares will have been duly authorized and reserved for issuance upon exercise of the applicable Warrant and when so issued will be validly issued, fully paid and non-assessable, and free and clear of any Encumbrances, other than liens or encumbrances created by this Agreement and the Shareholders Agreement, arising as a matter of applicable law or created by or at the direction of any Investor or any of its Affiliates.
The Warrants and Warrant Shares. Each Warrant has been duly authorized by the Company and constitutes a valid and legally binding obligation of the Company in accordance with its terms, except as the same may be limited by the Bankruptcy Exceptions, and the Warrant Shares have been duly authorized and reserved for issuance upon exercise of the applicable Warrant and when so issued will be validly issued, fully paid and non-assessable, and free and clear of any liens or encumbrances, other than liens or encumbrances created by the Transaction Documents, arising as a matter of applicable law or created by or at the direction of Walgreens, Alliance Boots or any of their respective Affiliates.
The Warrants and Warrant Shares. The Warrants have been duly authorized and, when executed and delivered as contemplated hereby, will constitute valid and legally binding obligations of the Company in accordance with their terms, and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), upon the Shareholder Approval, will have been duly authorized and reserved for issuance upon exercise of the Warrants and when so issued will be validly issued, fully paid and non-assessable.
The Warrants and Warrant Shares. The Warrants to be issued and sold by the Company to the Underwriters hereunder have been duly authorized and, when executed and delivered by the Company against payment therefor as provided herein, will be valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, or similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will conform to the descriptions thereof in the Registration Statement, the General Disclosure Package and the Prospectus. The Warrant Shares have been duly authorized and reserved for issuance and, when issued by the Company upon the exercise of the Warrants, as provided therein, will be validly issued, fully paid and non-assessable, and the issuance of such Warrant Shares will not be subject to any preemptive rights, rights of first offer or similar rights.
The Warrants and Warrant Shares. Each of the Warrants has been duly authorized by the Company and will, as of the date of the applicable Warrant Issuance, constitute a valid and legally binding obligation of the Company in accordance with its terms, except as the same may be limited by Bankruptcy Exceptions. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrants and, when so issued, will be validly issued, fully paid and non-assessable, and free and clear of any liens or encumbrances other than liens or encumbrances created by the Transaction Documents, arising as a matter of applicable Law or created by or at the direction of Amazon or any of its Affiliates. With respect to Section 2.2(d)(i) and (ii), references to the Charter Amendment Approval and NASDAQ Approval are deemed removed from the representation.
The Warrants and Warrant Shares. Each of the Warrants has been duly authorized by the Company and will, as of the date of the applicable Warrant Issuance, constitute a valid and legally binding obligation of the Company in accordance with its terms, except as the same may be limited by the Bankruptcy Exceptions. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrants (except that the authorization of any Warrant Shares issuable upon exercise of Warrant‑C or any Subsequent Warrant (for the avoidance of doubt, without giving effect to any “cashless” or “net” exercise provisions therein) (a “Restricted Share Authorization”) will require the approval of the Company’s stockholders of an amendment to the certificate of incorporation of the Company (the “Charter Amendment Approval”), and the exercise of Warrant-C or any Subsequent Warrant in respect of any Warrant Shares in excess of [*] shares (for the avoidance of doubt, without giving effect to any “cashless” or “net” exercise provisions therein) (a “Restricted Warrant Exercise”) will require the approval of the Company’s stockholders pursuant to the applicable rules of The NASDAQ Global Select Market (the “NASDAQ Approval”)) and, when so issued (from and after the Charter Amendment Approval with respect to any Restricted Share Authorization, and from and after the NASDAQ Approval with respect to any Restricted Warrant Exercise), will be validly issued, fully paid and non-assessable, and free and clear of any liens or encumbrances, other than liens or encumbrances created by the Transaction Documents, arising as a matter of applicable Law or created by or at the direction of Amazon or any of its Affiliates.
The Warrants and Warrant Shares. The Warrants (including any Warrants issuable pursuant to Section 1.4) have been duly authorized and, when executed and delivered as contemplated hereby, will constitute a valid and legally binding obligation of the Company in accordance with their terms, and the shares of Common Stock issuable upon exercise of the Warrants (including any Warrants issuable pursuant to Section 1.4) (the “Warrant Shares”) have been duly authorized and reserved for issuance upon exercise of the Warrants and when so issued will be duly and validly issued, fully paid and non-assessable.
The Warrants and Warrant Shares. Each Warrant has been duly authorized and, when executed and delivered as contemplated hereby, will constitute a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and by general principles of equity. The shares of Common Stock issuable upon exercise of the Warrant (“Warrant Shares”) have been duly authorized and reserved for issuance upon exercise of the Warrants and when so issued in accordance with the terms of the Warrants will be validly issued, fully paid and non-assessable.
The Warrants and Warrant Shares. The Warrants have been duly authorized by the Company and constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the same may be limited by the Bankruptcy Exceptions, and the Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrants (except that the exercise of the Warrants in respect of any Warrant Shares in excess of 4,937,392 shares (the “Restricted Warrant Exercise”) will require the Stockholder Approval) and, from and after such approval, when so issued, will be validly issued, fully paid and non-assessable, and free and clear of any liens or encumbrances, other than liens or encumbrances created by the Transaction Documents, arising as a matter of Applicable Law or created by or at the direction of Amazon or any of its Affiliates.