Warrants Exchange Clause Samples

The Warrants Exchange clause defines the terms under which warrants—rights to purchase company stock at a specific price—can be exchanged for other securities or assets. Typically, this clause outlines the conditions, timing, and process for such exchanges, including any adjustments to the number or type of securities received in the event of corporate actions like mergers or acquisitions. Its core function is to provide flexibility and clarity for both the warrant holder and the issuer, ensuring that the value and rights associated with the warrants are preserved or fairly adjusted during significant company events.
Warrants Exchange. At the Exchange Effective Time, PRISA shall exchange its securities for all Liberty Warrants that are outstanding immediately prior thereto, in consideration for (a) the delivery by PRISA of PRISA Shares and (b) the payment by Liberty Virginia of cash, in each case in accordance with the terms of the Warrant Amendment Agreement (collectively, the “Warrant Consideration”), and PRISA shall receive from Liberty Virginia an omnibus certificate representing all of the Liberty Warrants from Liberty Virginia.
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Warrants Exchange. On the Initial Closing Date (as defined below), upon the terms and subject to the conditions set forth herein, (X) the Company agrees to (a) issue to the Exchanging Investor of Warrants the number of New Common Shares as set forth under the heading “Common Stock Consideration for Series A and Series B Warrants Exchanged” on Schedule I hereto opposite such Exchanging Investor’s name and (b) pay to such Exchanging Investor the amount of cash in U.S. dollars as set forth under the heading “Warrant Cash Consideration” on Schedule I hereto opposite such Exchanging Investor’s name, and (Y) the Exchanging Investor of Warrants agrees to exchange the amount of Series A Warrants and Series B Warrants, as applicable, shown opposite such Exchanging Investor’s name on Schedule I hereto, for such Warrant Common Stock Consideration and Warrant Cash Consideration (the “Warrants Exchange”)
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Warrants Exchange. Simultaneously with the execution of this Amendment, the Holder hereby agrees that the Warrants shall automatically, without the necessity of any action by the Holder or the Company, be exchanged into the right to receive, upon effectiveness of the Reverse Split, that number of restricted shares (the “Exchange Shares”) of the Company’s common stock indicated in Column C of Schedule B, calculated at the exchange ratio listed in Column B of Schedule B. Upon such exchange, the Warrants shall no longer be outstanding and shall be canceled by the Company. Following effectiveness of the Reverse Split, the Company shall promptly cause to be delivered to the Holder certificates representing the Exchange Shares.
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Warrants Exchange. The Company agrees that within ten (10) business days after the Exercise Price under the Warrants has been determined or adjusted pursuant to the terms thereof or of the Transaction Documents, it shall deliver to each Investor (or then holder of Warrants) new Warrants in substitution of the Warrants issued on the Closing Date or thereafter which are identical in all respects except that the then fixed Exercise Price under the Warrants shall be appropriately specified in the Warrants, and the Warrants shall specify the fixed number of Warrant Shares into which the Warrants are then exercisable. Such changes are intended not as amendments to the Warrants but only as clarification of the foregoing numbers for convenience purposes, and such changes shall not affect any provisions concerning adjustments to the Exercise Price or number of Warrant Shares contained therein.
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Related to Warrants Exchange

  • Rights, Warrants, Etc Pursuant to Instruction, the Custodian shall (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to any agent of such issuer or trustee, for purposes of exercising such rights or selling such securities, and (b) deposit securities in response to any invitation for the tender thereof.

  • Insider Warrants On the Closing Date, the Insider Purchasers shall have purchased the Insider Warrants and the purchase price for such Insider Warrants shall be deposited into the Trust Fund.

  • Private Placement Warrants The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

  • Listing of Placement Shares During any period in which the Prospectus relating to the Placement Shares is required to be delivered by ▇▇▇▇▇ under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Company will use its commercially reasonable efforts to cause the Placement Shares to be listed on Nasdaq and to qualify the Placement Shares for sale under the securities laws of such jurisdictions as ▇▇▇▇▇ reasonably designates and to continue such qualifications in effect so long as required for the distribution of the Placement Shares; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation or dealer in securities or file a general consent to service of process in any jurisdiction.

  • New Purchase Warrants to Be Issued Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Warrant Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.