Additional Notes and Additional Warrants Sample Clauses

Additional Notes and Additional Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 1(d), 6(c) and 7(c) below, at the option of each Buyer from time to time, the Company shall issue and sell to each Buyer, at multiple closings, if applicable, and each Buyer severally, but not jointly, may purchase from the Company on an Additional Closing Date (as defined below), up to the principal amount of Additional Notes as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers, along with Additional Warrants to acquire that number of Additional Warrant Shares for each $1,000 principal amount of Additional Notes purchased equal to the quotient of (A) $200 divided by (B) the Valuation Price (as appropriately adjusted for any stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock which occur after the date of this Agreement and, on the terms of Section 2 of the Additional Warrants in proportion to adjustments that would be made to the initial Exercise Price thereunder, for any issuances or deemed issuances of securities by the Company which occur after the date of this Agreement) (each, an "ADDITIONAL CLOSING").
Sample 1
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Additional Notes and Additional Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(c) and 7(c) below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Additional Closing Date, a Additional Note in the original principal amount as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers (Additional Closing), along with a Additional Warrant to initially acquire up to the aggregate number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers (Additional Closing) (the “Additional Closing”).
Sample 1
Additional Notes and Additional Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, the Company agrees to issue and sell to each New Buyer, and each New Buyer shall have the right, for the first time on the 30th calendar day after the Initial Closing Date (as defined below) or, if any such date falls on a day that is not a Business Day (as defined below), the next day that is a Business Day and on each 30th calendar day thereafter or, if any such date falls on a day that is not a Business Day, the next day that is a Business Day, (each, an "Additional Closing Deadline"), but not later than 5:00 pm New York City time on the 155th calendar day after the Initial Closing Date (so that there may be up to five (5) Additional Closings (as defined below) (the fifth (5th) Additional Closing, the "Final Additional Closing"), to purchase (i) (x) in each of the first four (4) Additional Closings, an Additional Note in an original principal amount of up to $100,000 and (y) in the Final Additional Closing, an Additional Note in an original principal amount of up to $50,000, in each case along with (ii) Additional Warrants to acquire up to that number of shares of Common Stock equal to the number of Additional Conversion Shares underlying the Additional Notes to be purchased by such New Buyer in such Additional Closing, based on the initial Fixed Conversion Price. In order to require the Company to issue and sell to a New Buyer Additional Notes and Additional Warrants in an Additional Closing, a New Buyer must notify the Company in writing (an "Additional Closing Exercise Notice") at least two (2) Business Days prior to such Additional Closing Deadline that it is electing to exercise its right to require the Company to issue and sell Additional Notes and Additional Warrants (each, an "Additional Closing"), which Additional Closing Exercise Notice shall state the aggregate principal amount of Additional Notes (and the corresponding number of Additional Warrants) the New Buyer is electing to purchase in such Additional Closing (the "Additional Note Purchase Amount").
Sample 1
Additional Notes and Additional Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 1(c), 6(b) and 7(b) below, at the option of each Buyer from time to time, the Company shall issue and sell to each Buyer, at multiple closings, if applicable, and each Buyer severally, but not jointly, may purchase from the Company on an Additional Closing Date (as defined below), up to the principal amount of Additional Notes as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with Additional Warrants to acquire up to 200 Additional Warrant Shares for each $1,000 principal amount of Additional Notes purchased (each, an "Additional Closing").
Sample 1
Additional Notes and Additional Warrants. Subject to satisfaction (or waiver) of the conditions set forth in Sections 1(c), 6(b) and 7(b) below, the Company may elect to issue and sell (or may be required by any Buyer to issue and sell), and each Buyer severally, but not jointly, if so elected by the Company (or if so required by such Buyer), shall be required to purchase on the applicable Additional Closing Date a principal amount of Additional Notes not to exceed such principal amount of Additional Notes as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers, along with Additional Warrants to acquire that number of Additional Warrant Shares for each $1,000 principal amount of Additional Notes purchased equal to the quotient of (A) $150 divided by (B) the Additional Valuation Price.
Sample 1
Additional Notes and Additional Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 1(c), 6(b) and 7(b) below, the Company shall issue and sell to certain of the Buyers and such Buyers shall purchase from the Company on the Additional Closing Date (as defined below), a principal amount of Additional Notes, as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with Additional Warrants to acquire that number of Additional Warrant Shares for each $1,000 principal amount of Additional Notes purchased equal to the quotient of (A) $180 divided by (B) the Valuation Price (as appropriately adjusted for any stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock which occur after the date of this Agreement and, on the terms of Section 2 of the Additional Warrants in proportion to adjustments that would be made to the initial Exercise Price thereunder, for any issuances or deemed issuances of securities by the Company which occur after the date of this Agreement) (the "Additional Closing").
Sample 1
Additional Notes and Additional Warrants 
Sample 1
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Related to Additional Notes and Additional Warrants

  • Initial Notes and Additional Notes On the Initial Closing Date, (i) each Buyer shall pay its respective Initial Purchase Price (less, in the case of Hxxxxx Bay Master Fund Ltd. ("Hxxxxx Bay"), the amounts withheld by such Buyer pursuant to Section 4(g)) to the Company for the Initial Notes and the Initial Warrants to be issued and sold to such New Buyer at the Initial Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (ii) the Company shall deliver to each New Buyer (A) an Initial Note in the aggregate original principal amount as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers and (B) an Initial Warrant pursuant to which such New Buyer shall have the right to acquire up to such number of Initial Warrant Shares as is set forth opposite such New Buyer's name in column (4) of the Schedule of Buyers, in all cases, duly executed on behalf of the Company and registered in the name of such New Buyer or its designee. On each Additional Closing Date, (i) each applicable New Buyer shall pay its respective Additional Purchase Price (less, in the case of Hxxxxx Bay, the amounts withheld by such Buyer pursuant to Section 4(g)) to the Company for the Additional Notes and the Additional Warrants to be issued and sold to such New Buyer at the Additional Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (ii) the Company shall deliver to each New Buyer (A) an Additional Note in an aggregate original principal amount equal to the applicable Additional Note Purchase Amount and (B) an Additional Warrant pursuant to which such Buyer shall have the right to acquire up to that number of shares of Common Stock equal to the number of Additional Conversion Shares underlying the Additional Notes to be purchased by such Buyer in such Additional Closing, based on the initial Fixed Conversion Price, in all cases, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

  • Additional Warrants The Company may at any time and from time to time issue additional warrants or grant options or similar rights to purchase shares of its capital stock.

  • Issuance of Additional Warrants In connection with the declaration, issuance or consummation of any dividend, spin-off or other distribution or similar transaction by the Company of the capital stock of any of its subsidiaries, the Company shall cause (i) additional warrants of such subsidiary with, subject to clause (ii) below, substantially similar terms as the Warrants, to be issued to the Holder or one or more of its nominees so that after giving effect to such transaction the Warrants and such warrants of such subsidiary each represent the same percentage interest in the fully diluted number of common shares of such entity as the Warrants represented in the Company immediately prior to such transaction, and (ii) (A) the exercise price of the Warrants to be reduced by an amount reasonably acceptable to the Holder and the Company to reflect the value of the capital stock of the subsidiary to be dividended, spun-off or otherwise distributed and (B) the exercise price of the additional warrants of such subsidiary to be fixed in a manner reasonably acceptable to such Holder and the Company to reflect the amount by which the exercise price of the Warrants was reduced pursuant to clause (ii)(A) above, as adjusted to reflect any differences in the fully-diluted number of the shares of common stock of the Company and such subsidiary.

  • Additional Notes The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without notice to or consent of the Holders of the Notes, create and issue pursuant to this Indenture additional Notes (“Additional Notes”) having terms and conditions set forth in this Supplemental Indenture, identical to the Notes issued on the date hereof, except that Additional Notes may:

  • Additional Notes; Repurchases The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase.

  • Issuance of Additional Notes The Company may, subject to Article Four of this Indenture, issue additional Notes under this Indenture. The Notes issued on the Closing Date and any additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture.

  • Upon Issuance of Additional Securities Upon the issuance by the General Partner of any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting the foregoing, if the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributed.

  • Issuance of Additional Securities Such Grantor will not permit or suffer the issuer of an Equity Interest constituting Pledged Collateral owned by it to issue additional Equity Interests, any right to receive the same or any right to receive earnings, except to such Grantor.

  • Optional Notes If so requested by any Lender by written notice to Company (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date or at any time thereafter, Company shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to subsection 10.1) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Company’s receipt of such notice) a promissory note or promissory notes to evidence such Lender’s Revolving Loans or Swing Line Loans, substantially in the form of Exhibit IV or Exhibit V annexed hereto, respectively, with appropriate insertions.

  • Additional Securities If such Pledgor shall receive by virtue of its being, becoming or having been the owner of any Pledged Collateral, any (i) certificate, including without limitation, any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or membership or equity interests, stock splits, spin-off or split-off, promissory notes or other instrument; (ii) option or right, whether as an addition to, substitution for, or an exchange for, any Pledged Collateral or otherwise; (iii) dividends payable in securities; or (iv) distributions of securities or other equity interests in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such certificate, instrument, option, right or distribution in trust for the benefit of the Administrative Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Administrative Agent in the exact form received together with any necessary endorsement and/or appropriate stock power duly executed in blank, substantially in the form provided in Exhibit 4(a), to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

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