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.
Additional Warrants. The Company may from time to time issue additional warrants (the “Additional Warrants”) under this Agreement, without requiring the consent of any Holder, with the same terms as the warrants initially issued hereunder.
Additional Warrants. (a) If during the first year from the date of this Agreement there has not been an Einstein Combination, then, commencing with the first day of the second year after the date hereof and for so long as (1) there has not been an Einstein Combination by the end of the third year after the date hereof, or (2) there has been an Einstein Combination and the Investors have not elected to exchange the Equity of GNW for the Shares within 30 days thereafter or (3) the Investors have timely elected to receive the Shares and the same have been redeemed, whichever is sooner, the Company will issue pro rata to the Investors warrants (the "Additional Warrants") in the form of Exhibit 4.1(a) hereto representing an additional .9375% of the Fully Diluted Common Stock of the Company outstanding at the beginning of each three-month period, commencing with the first anniversary of the date of this Agreement, which percentage shall be reduced pro-rata based upon Shares theretofore redeemed at the election of the Investors (in the case of a partial redemption) or the funds withdrawn by the Investors pursuant to Section 2.2 hereof.
(b) In the event the Company redeems its outstanding shares of Series F Preferred Stock, par value $.001 ("Series F Preferred Stock") and pays the redemption price therefor through the issuance of Senior Subordinated Notes (the "Notes") as provided for in Section 3(b)(ii) of the Certificate of Designation, Preferences and Rights of Series F Preferred Stock filed by the Company with the Delaware Secretary of State, then, at the time of such redemption, the Company shall issue the Investors pro-rata warrants in the form of Exhibit 4.1
(a) hereto representing an additional 1.5% of the Fully Diluted Common Stock of the Company outstanding at such time. The provisions of this Section 4.2(b) will continue to apply in the event the Investors exchange the Equity of GNW for shares of Series E. Preferred Stock of the Company.
(c) For purposes of this Section 4.2, at the time of each such issuance of any warrants, the number of shares subject to such warrants shall be calculated to result in the applicable percentage of Fully Diluted Common Stock before such issuance of any such warrants.
Additional Warrants. In consideration of the negotiation, execution and delivery of this Amendment, each Buyer under the Agreement shall be entitled to the receipt of additional Warrants, in substantially the form provided in Exhibit A to this Amendment, consistent with the following terms:
(a) Upon effectiveness of this Amendment consistent with Section 2.1 hereof, the Company shall issue Warrants to each Buyer exercisable for 10 shares of Common Stock per $100 of outstanding principal of the Notes held by such Buyer (as set forth on Schedule A attached hereto), which shall be exercisable for five years from the date of issuance at an exercise price of $5.00 per share, subject to adjustment as set forth within the Warrants (the “Additional Warrants”).
(b) The Additional Warrants are duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the date of this Amendment, an additional number of shares of Common Stock have been duly authorized and reserved for issuance upon exercise of the Additional Warrants which equals or exceeds 100% of the maximum number of Warrant Shares issuable pursuant to the Additional Warrants (without regard to any restrictions or limitations upon exercise of such Additional Warrants) (the “Additional Warrant Shares”). Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the Agreement as applicable to the Additional Warrants and Additional Warrant Shares, as incorporated by reference in Section 1.1(c) below, the offer and issuance by the Company of the Additional Warrants is exempt from registration under the 1933 Act.
(c) Upon acceptance of the Additional Warrants, each Buyer affirms the continued accuracy of the representations and warranties set forth in Section 2 of the Agreement, which are hereby incorporated by reference herein, as applicable to the Additional Warrants and Additional Warrant Shares.
(d) For purposes of Section 9(e) of the Agreement with respect to any subsequent amendments or waivers, all references to the “Warrants” shall be deemed to include the issued Additional Warrants and all references to the “Warrant Shares” shall be deemed to include the Additional Warrant Shares underlying the issued Additional Warrants.
Additional Warrants. Subject to any other written agreement between the Company and the Warrantholder, the Company may at any time and from time to time undertake further equity or debt financing and may issue additional Common Shares, warrants or grant options or similar rights to purchase Common Shares to any person.
Additional Warrants. The Company may at any time and from time to time issue Warrants or grant options or similar rights to purchase shares of its capital stock.
Additional Warrants. The Company may at any time and from time to time issue Warrants or grant options or similar rights to purchase shares of the Company.
Additional Warrants. Borrower shall have executed and delivered to each Lender the Additional Warrants applicable to each of Loan K, Loan L and Loan M.
Additional Warrants. Subject to the limitations set forth below, if at any time and from time to time during the Exercise Period of this Warrant, the Company proposes to issue or offer for sale Common Stock or any other class or series of its equity securities or options or warrants to purchase equity securities, other than in connection with non-convertible debt financing, and BCF does not exercise its first refusal right granted by Section 12 above, the Company shall, upon the closing of such offering, issue to BCF a warrant to purchase the type of securities sold in such offering. The terms of such warrant shall be identical to the terms of this Warrant, except that such warrant will entitle BCF to purchase that number of shares equal to 10% of the shares sold in such offering and the exercise price per share shall be equal to the sales price per share of the securities sold in such offering. Notwithstanding the foregoing, the Company shall not issue BCF an additional warrant and the rights established by this Section 13 shall have no application, with respect to any of the following:
(i) the issuance of securities amounting to or exercisable for up to 10% of the Company's fully diluted outstanding equity pursuant to options or purchase rights granted under the Company's employee incentive or option plans;
(ii) the issuance of securities of the Company or any subsidiary in connection with a merger or consolidation or an acquisition by the Company or such subsidiary which has been approved by the shareholders;
(iii) securities issued pursuant to any rights or agreements including, without limitation, convertible securities, options and warrants, provided that the rights established by this Section 13 applied with respect to the initial sale or grant by the Company of such rights or agreements; or
(iv) any securities that are issued by the Company in a Public Offering (as defined in Section 2).
Additional Warrants. Upon the exercise of the First Option set forth in Section 3.1, the Company shall issue to Purchaser warrants to purchase a number of Ordinary Shares equal to 10% of the then current Accreted Principal Amount divided by 0.3000 times the 20-trading day volume weighted average price of the ADSs on the New York Stock Exchange (the “VWAP”) immediately preceding the First Option exercise date (the “First Option VWAP”), with a three year term and an exercise price of 0.3000 times the First Option VWAP (the “First Option Warrants”). Upon the exercise of the Second Option set forth in Section 3.1, (i) the Company shall issue to Purchaser warrants to purchase a number of Ordinary Shares equal to 15% of the then current Accreted Principal Amount divided by 0.3000 times the VWAP immediately preceding the Second Option exercise date (the “Second Option VWAP”), with a three year term and an exercise price of 0.3000 times the Second Option VWAP (the “Second Option Warrants”) and (ii) the term of the First Option warrants shall be extended by one year. Upon the exercise of the Third Option set forth in Section 3.1, the Company shall issue to Purchaser warrants to purchase a number of Ordinary Shares equal to 20% of the then current Accreted Principal Amount divided by 0.3000 times the VWAP immediately preceding the Third Option Exercise Date (the “Third Option VWAP”), with a three year term and an exercise price of 0.3000 times the Third Option VWAP.
