Cashless Conversion Right. In lieu of exercising this Warrant to purchase Warrant Shares for cash in accordance with Section 3.1, Holder may, at its option, exercise this Warrant on a cashless basis for Warrant Shares that become Vested in a fiscal year of the Company, provided that such cashless exercise occurs not later than 60 days following the end of such fiscal year of the Company in which such Warrant Shares have Vested, with net conversion based on the Assumed Value per Share. Such cashless conversion shall be effected without any obligation to pay the Warrant Exercise Price, into that number of Warrant Shares determined by (x) multiplying the number of Warrant Shares being exercised by (y) the quotient of (1)(A) the Assumed Value of one Share of Common Stock minus (B) the Warrant Exercise Price of one Warrant Share divided by (2) the Assumed Value of one Share of Common Stock. The Assumed Value of one Share shall be determined pursuant to Section 3.3. Holder may exercise such conversion right under this Warrant in whole or in part by delivering to Company, in accordance with Section 9.2, (a) a duly executed Notice of Exercise in substantially the form attached as Appendix 2 and (b) the original of this Warrant. With respect to any Warrant Shares vesting in any fiscal year of the Company, to the extent that the Holder fails to exercise such right under this Warrant with respect to such Warrant Shares on a cashless basis within 60 days following the end of such fiscal year of the Company as provided in this Section 3.2, Holder shall no longer have the right to exercise such right under this Warrant with respect to such Warrant Shares on a cashless basis as provided in this Section 3.2, but may otherwise exercise the Warrant thereafter with respect to such Warrant Shares and pay the exercise price by wire transfer of immediately available funds as provided in this Warrant. For the avoidance of doubt, the number of Warrant Shares that are Locked In and Vested shall be reduced by the number of such Warrant Shares being exercised, provided that the maximum number of Shares that may be issued under this Warrant shall be reduced only by the number of Warrant Shares that are actually issued. For example, if the Assumed Value of one share of Common Stock is $8.20 and the Warrant Exercise Price of one Warrant Share is $4.10, and the Warrant is being exercised with respect to 500,000 Locked In and Vested Warrant Shares, resulting in the issuance of 250,000 Warrant Shares, then the number of Warrant Shares that are Locked In and Vested shall be reduced by 500,000 Warrant Shares and the maximum number of Warrant Shares that may be issued under this Warrant shall be reduced by 250,000 Warrant Shares.
Appears in 4 contracts
Samples: Investment Agreement (Management Network Group, Inc.), Common Stock Purchase (Management Network Group, Inc.), Common Stock Purchase (Management Network Group, Inc.)
