Certain Warrants. Each Purchaser other than the Enable Purchasers hereby acknowledges that the Company has not reserved any Underlying Shares for issuance upon exercise of its respective Warrants. Accordingly, such Warrants cannot be exercised unless and until the Authorized Share Approval is received and effective.
Certain Warrants. The Seller is a party to certain warrant agreements listed on Schedule 3.2, which in the aggregate would require the Seller to issue up to 821,000 shares of the Seller's common stock. If such warrants were all exercised prior to the Closing, the warrant holders would be entitled to participate with other holders of common stock, on a pro rata basis, in any distribution of Shares made by Seller to its common shareholders following the Closing. The Seller acknowledges that the warrant agreements are Excluded Liabilities, and the Seller, and not the Purchaser, shall satisfy any obligation to the holders of the warrants. If and when the escrowed Shares are released to the Seller under the Escrow Agreement, the Seller shall set aside a sufficient portion of such Shares to satisfy any obligations to the warrant holders prior to making any distribution of such Shares to its common shareholders, and will continue to hold such portion of the Shares for the benefit of the warrant holders until the exercise or expiration of the warrants, as applicable, at which time such Shares will be distributed to the warrant holders or common shareholders, as appropriate, in each case, subject to applicable law.
Certain Warrants. As additional compensation for the Executive's services to the Company and subject to the provisions of Paragraph 2 hereof, MMRCH shall transfer to the Executive Class A Warrants to acquire an aggregate of 200,000 shares of common stock, $.01 par value per share (the "Risk Capital Holdings Shares"), of Risk Capital Holdings, as soon as practicable following the date the consent described in Paragraph 2 hereof is obtained. In addition, as soon as practicable following the date the consent described in paragraph 2 hereof is obtained, MMRCH shall deliver to an escrow agent (the "Escrow Agent") (which Escrow Agent shall be selected by mutual agreement of the Executive and MMRCH), Class B Warrants to acquire an additional 150,000 Risk Capital Holdings Shares, to be held by the Escrow Agent in accordance with the provisions of an escrow agreement, substantially in the form attached as Exhibit A (including, however, such changes thereto as may be proposed by the Escrow Agent and are agreed to by the parties, which agreement shall not be unreasonably withheld). Such Class B Warrants shall be transferred to the Executive or exercised as provided in such escrow agreement, a condition to such transfer being that the "Market Price" of Risk Capital Holdings Shares has equaled or exceeded $35, subject to the provisions of such escrow agreement dealing with a "Change of Control," all as more fully described in such escrow agreement.
