Warrants Generally Clause Samples

The "Warrants Generally" clause defines the basic assurances or guarantees that one party makes to another within a contract. Typically, this clause outlines the representations regarding the status, authority, or condition of the parties or subject matter involved, such as confirming that a seller has clear title to goods or that a company is duly organized and authorized to enter into the agreement. Its core practical function is to provide a foundation of trust and accountability by ensuring that key facts are accurate, thereby reducing the risk of disputes arising from misrepresentations or misunderstandings.
Warrants Generally. In consideration for the agreements of the Lender set forth herein, the Company agrees to issue Warrants to the Lender on the terms and conditions set forth in this Agreement. Each Warrant shall have the following terms and conditions: (a) each Warrant shall be immediately exercisable, and shall expire on the date which is the third anniversary of the Closing Date; (b) each Warrant shall be exercisable to purchase one share of Common Stock at a price equal to the lesser of (i) $1.00, or (ii) the average closing price of the Company's Common Stock, as reported on the NASDAQ SmallCap Market for twenty trading days, commencing ten trading days before the Closing Date and ending on the tenth trading day following the Closing Date; (c) each Warrant shall have the terms and conditions set forth in the form of Warrant attached hereto; (d) each Warrant may be exercised, in whole or in part, by payment in cash or by certified or bank check or by wire transfer, or in accordance with the terms of the Warrant, by a cashless exercise; and (e) the holder of each Warrant shall be entitled, at each meeting of stockholders of the Company while the Warrants are outstanding and have not been exercised, a number of votes equal to the number of Warrant Shares which would be then issuable upon exercise of the Warrants, only to the extent that such Warrants have not been exercised at such time; each holder of Warrants shall be eligible to cast such votes with the Common Stock, and the record date for casting such votes shall be the same as the record date for the record holders of the Company's Common Stock.
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Warrants Generally. (a) The Warrants may be issued from time to time in one or more series and the aggregate number of Warrants which may be issued pursuant to this Agreement is unlimited. All Warrants of any one series shall be substantially identical except as to denomination. (b) Each series of Warrants shall be authorized by a Board Resolution which shall specify and establish the terms of such series, which may include the following: (i) the title of the Warrants; (ii) the aggregate number of Warrants of such series; (iii) the price or prices at which the Warrants will be initially issued by the Company; (iv) the designation, amount, and terms of the Warrant Shares purchasable upon exercise of the warrants; (v) if a Warrant is issued together as a unit with one or more Warrants to purchase other Company Securities constituting the Warrant Shares and the date on and after which the Warrants comprising the unit will be separately transferable; (vi) the Exercise Price for each Warrant (which shall be the same for all Warrants of the same series); (vii) the Exercise Date and Expiration Date of each Warrant (which shall be the same for all Warrants of the same series) (viii) information with respect to book-entry procedures, if any; (ix) any provisions for adjustment of the Exercise Price of the Warrants and/or for adjustment in the number or dollar amount of Warrant Shares receivable upon exercise of the Warrants; (x) in the case of Warrants to purchase Preferred Stock, the designation of the series of such Preferred Stock and the liquidation, dividend, conversion and voting rights of such series; (xi) the name of the Warrant Agent (which may be the Company); (xii) in the case of Warrants to purchase Common Stock only, whether or not the Warrants are redeemable at the option of the Company and, if redeemable, the terms and conditions pertaining to such redemption, (xiii) a discussion of any material federal income tax considerations; (xiv) the currency or currencies, including composite currencies, in which payment of the Exercise Price of the Warrants shall be payable, if other than Dollars; (xv) in the case of Warrants to purchase a series of debt securities, whether or not such debt securities are subordinated to “Senior Debt” of the Company; and, if subordinated, a description of what constitutes “Senior Debt:, any restrictions imposed upon payment of the subordinated debt, the interest rate and payment terms of the subordinated debt, the Exercise Price of the Warrants a...
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Warrants Generally. Each Lender hereby agrees to be bound by the terms of and to comply in all respects with each Warrant issued to such Lender.
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Warrants Generally 
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Related to Warrants Generally

  • Assignments Generally The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

  • Amendments Generally This Declaration of Trust may be restated and/or amended at any time by an instrument in writing signed by not less than a majority of the Board of Trustees and, to the extent required by this Declaration of Trust, the 1940 Act or the requirements of any securities exchange on which Shares are listed for trading, by approval of such amendment by the Shareholders in accordance with Article III, Section 6 hereof and Article V hereof. Any such restatement and/or amendment hereto shall be effective immediately upon execution and approval or upon such future date and time as may be stated therein. The Certificate of Trust shall be restated and/or amended at any time by the Board of Trustees, without Shareholder approval, to correct any inaccuracy contained therein. Any such restatement and/or amendment of the Certificate of Trust shall be executed by at least one (1) Trustee and shall be effective immediately upon its filing with the office of the Secretary of State of the State of Delaware or upon such future date as may be stated therein.

  • Agents Generally Except as expressly set forth herein, no Agent shall have any duties or responsibilities hereunder in its capacity as such.

  • Taxes Generally All payments by the Borrower of principal of, and interest on, the Loans and all other Obligations shall be made free and clear of and without deduction for any present or future excise, stamp or other taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding (i) franchise taxes, (ii) any taxes imposed on or measured by any Lender’s assets, net income, receipts or branch profits, (iii) any taxes (other than withholding taxes) with respect to the Agent or a Lender that would not be imposed but for a connection between the Agent or such Lender and the jurisdiction imposing such taxes (other than a connection arising solely by virtue of the activities of the Agent or such Lender pursuant to or in respect of this Agreement or any other Loan Document), and (iv) any taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges to the extent imposed as a result of the failure of the Agent or a Lender, as applicable, to provide and keep current (to the extent legally able) any certificates, documents or other evidence required to qualify for an exemption from, or reduced rate of, any such taxes fees, duties, levies, imposts, charges, deductions, withholdings or other charges or required by the immediately following subsection (c) to be furnished by the Agent or such Lender, as applicable (such non-excluded items being collectively called “Taxes”). If any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Taxes pursuant to any Applicable Law, then the Borrower will: (i) pay directly to the relevant Governmental Authority the full amount required to be so withheld or deducted; (ii) promptly forward to the Agent an official receipt or other documentation satisfactory to the Agent evidencing such payment to such Governmental Authority; and (iii) pay to the Agent for its account or the account of the applicable Lender, as the case may be, such additional amount or amounts as is necessary to ensure that the net amount actually received by the Agent or such Lender will equal the full amount that the Agent or such Lender would have received had no such withholding or deduction been required.

  • Payments Generally (a) All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. The Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share provided for under this Agreement) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Agent after 2:00 p.m., shall in each case, at the option of the Agent, be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) If any payment to be made by a Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Parent Borrower or any Lender has notified the Agent, prior to the date any payment is required to be made by it to the Agent hereunder, that the applicable Borrower or such Lender, as the case may be, will not make such payment, the Agent may assume that the applicable Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Agent in Same Day Funds, then: (i) if the Parent Borrower or applicable Co-Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Agent to the applicable Borrower to the date such amount is recovered by the Agent (the “Compensation Period”) at a rate per annum equal to the applicable Overnight Rate from time to time in effect. When such Lender makes payment to the Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount within one Business Day upon the Agent’s demand therefor, the Agent may make a demand therefor upon the applicable Borrower, and the applicable Borrower shall pay such amount to the Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. A notice of the Agent to any Lender or the applicable Borrower with respect to any amount owing under this Section 2.6(c) shall be conclusive, absent manifest error. (d) If any Lender makes available to the Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available to the applicable Borrower by the Agent because the conditions to the applicable Loan set forth in Section 4 are not satisfied or waived in accordance with the terms hereof, the Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (e) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (f) Whenever any payment received by the Agent under this Agreement or any of the other Financing Agreements is insufficient to pay in full all amounts due and payable to the Agent and the Lenders under or in respect of this Agreement and the other Financing Agreements on any date, such payment shall be distributed by the Agent and applied by the Agent and the Lenders in the order of priority set forth in Section 11.3. If the Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Financing Agreements under circumstances for which the Financing Agreements do not specify the manner in which such funds are to be applied, the Agent may (to the fullest extent permitted by mandatory provisions of applicable Law), but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the Outstanding Amount of all Loans outstanding at such time in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.