Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 19, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees, warrants (the "Commitment Warrants") in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 490,000 shares of Common Stock. The Commitment Warrants shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average Closing Bid Price for the five (5) trading days immediately preceding April 19, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Investor, the Company shall deliver to the Investor a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee ") equal to the difference of (I) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (I) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee thereafter. Each Semi Annual Non-Usage Fee or Termination Fee is payable within five (5) business days of the date it accrued, in cash or in registered, unlegended, freely tradable Common Stock of the Company. Where such payment is made in shares of Common Stock, each share of Common Stock shall be valued at the lesser of (I) the average Closing Bid Price for the five (5) Business Days preceding the date that such Semi-Annual Non-Usage Fee is due, or (ii) the average Closing Bid Price for the five (5) Business Days preceding the date that such shares are delivered to Investor. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.
Appears in 1 contract
Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 19, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees, warrants (the "Commitment Warrants") in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 490,000 shares of Common Stock. The Commitment Warrants shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average Closing Bid Price for the five (5) trading days immediately preceding April 19, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Investor, the Company shall deliver to the Investor a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each six (6) month anniversary of the Investment Commitment Closing, if the Investor has not received at least an amount equal to the applicable Semi-Annual Commitment Fee, as set forth below, in aggregate Gross Discount Amounts for the preceding six (6) Calendar Month period following the Effective Date Months (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee Commitment Shortfall") equal to the difference of (Ii) $100,000the applicable Semi-Annual Commitment Fee, as defined below, minus (ii) 10% the aggregate of the aggregate Put Dollar Amount of Gross Discount Amounts received by the Put Shares put to Investor during that Commitment Evaluation Periodthe preceding six (6) Calendar Months. In the event that the Company delivers a Termination Notice to the Investor or Automatic Termination occursInvestor, the Company shall pay to the Investor (the "Termination Fee") the greater of (Ii) the Semi-Annual Non-Usage Commitment Fee for the applicable Commitment Evaluation Period, less the Gross Discount Amount on amounts put to the Investor in that Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% the aggregate of the aggregate Put Dollar Amount of the Put Shares put to Investor during Gross Discount Amounts for all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee Commitment Shortfall thereafter. Each Semi Annual Non-Usage Fee or Termination Fee is payable within five (5) business days of For purposes hereof, the date it accrued, in cash or in registered, unlegended, freely tradable Common Stock of the Company. Where such payment is made in shares of Common Stock, each share of Common Stock shall be valued at the lesser of (I) the average Closing Bid Price for the five (5) Business Days preceding the date that such Semi-Annual NonCommitment Fee shall be as follows: Commitment Evaluation Period Semi-Usage Annual Commitment Fee ---------------------------- -------------------------- First 6 Calendar Months after Closing* $50,000** 6 through 12 Calendar Months after Closing $75,000 12 through 18 Calendar Months after Closing $100,000 18 through 24 Calendar Months after Closing $100,000 24 through 30 Calendar Months after Closing $125,000 30 through 36 Calendar Months after Closing $150,000 * = Investment Commitment Closing ** = If the date of effectiveness of the Registration Statement is duemore than 4 Calendar Months after the date of filing of the Registration Statement, or (ii) and the average Closing Bid Price Company has used its best efforts to cause such Registration Statement to become effective as soon as possible, the Semi-Annual Commitment Fee for the five (5) Business Days preceding the date that such shares are delivered First 6 Calendar Months After Closing shall be reduced to Investor$25,000. The Company shall not be required to deliver any payments to Investor under this subsection subSection until Investor has paid all Put Dollar Amounts that are then due.
Appears in 1 contract
Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 19, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees, warrants (the "Commitment Warrants") in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 490,000 shares of Common Stock. The Commitment Warrants shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average Closing Bid Price for the five (5) trading days immediately preceding April 19, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Investor, the Company shall deliver to the Investor a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each six twelve (612) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put sold at least $500,000 during the first such twelve month period and $1,000,000 thereafter, in aggregate Put Dollar Amount worth of Put Shares during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee Fee") equal to the difference of (Ii) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to purchased by the Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (Ii) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000150,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to purchased by the Investor during all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee thereafter. Each Semi Annual Non-Usage Fee or Termination Fee is payable payable, in cash or Common Stock (in the manner described below), at the Company's option, within five ten (510) business days of the date it accrued, in cash or in registered, unlegended, freely tradable Common Stock of the Company. Where If such payment is made in restricted and unregistered Common Stock, the Company shall deliver to the Investor a number of shares of Common StockStock equal to 125% of the amount of the Non-Usage Fee or Termination Fee that is then payable, each share divided by the lowest closing price of the Company's Common Stock shall be valued at the lesser of (I) the average Closing Bid Price for the five (5) Business Days immediately preceding the date that such Semi-Annual Non-Usage Fee is due, or (ii) the average Closing Bid Price for the five (5) Business Days preceding the date that of delivery of such shares are delivered to the Investor. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.
Appears in 1 contract
Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 19, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees, warrants (the "Commitment Warrants") in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 490,000 shares of Common Stock. The Commitment Warrants shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average Closing Bid Price for the five (5) trading days immediately preceding April 19, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Investor, the Company shall deliver to the Investor a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee Fee") equal to the difference of (Ii) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. No Semi-Annual Non-Usage Fee shall be due if during such Commitment Evaluation Period the Company has delivered to the Investor the maximum number of Put Notices allowable hereunder and each such Put is for the maximum number of shares allowed by the Volume Limitations. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (Ii) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee thereafter. No Termination Fee shall be due if following the Effective Date the company has delivered to the Investor the maximum number of Put Notices allowable hereunder and each such Put is for the maximum number of shares allowable by the Volume Limitations. Each Semi Annual Non-Usage Fee or Termination Fee is payable payable, in cash, within five (5) business days of the date it accrued. In addition to any other remedies the Company has hereunder, in cash or in registered, unlegended, freely tradable Common Stock of the Company. Where such payment is made in shares of Common Stock, each share of Common Stock shall be valued at the lesser of (I) the average Closing Bid Price for the five (5) Business Days preceding the date that such Semi-Annual Non-Usage Fee is due, or (ii) the average Closing Bid Price for the five (5) Business Days preceding the date that such shares are delivered to Investor. The Company shall not be required to deliver any payments to Investor under this subsection until if at the time of delivery of the Termination Notice or when an Automatic Termination occurs, Put Dollar Amounts are more than five (5) business days past due and remain unpaid after written notice to the Investor that the Investor has not paid all Put Dollar Amounts that are then due.
Appears in 1 contract
Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 19, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees, warrants (the "Commitment Warrants") in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 490,000 shares of Common Stock. The Commitment Warrants shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average Closing Bid Price for the five (5) trading days immediately preceding April 19, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Investor, the Company shall deliver to the Investor a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each six twelve (612) Calendar Month period following the Effective Date (each Date(each such period a "Commitment Evaluation Period"), if the Company has not Put sold at least $1,000,000 in aggregate Put Dollar Amount worth of Put Shares during that Commitment Evaluation Period, the Company, in consideration of Investor's ’s commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee Fee") equal to the difference of (Ii) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to purchased by the Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (Ii) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000100,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to purchased by the Investor during all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee thereafter. Each Semi Annual Non-Usage Fee or Termination Fee is payable payable, in cash or Common Stock (in the manner described below), at the Company’s option, within five (5) business days of the date it accrued, in cash or in registered, unlegended, freely tradable Common Stock of the Company. Where If such payment is made in restricted and unregistered Common Stock, the Company shall deliver to the Investor a number of shares of Common StockStock equal to 150% of the amount of the Non-Usage Fee or Termination Fee that is then payable, each share divided by the lowest closing price of the Company’s Common Stock shall be valued at the lesser of (I) the average Closing Bid Price for the five (5) Business Days immediately preceding the date that such Semi-Annual Non-Usage Fee is due, or (ii) the average Closing Bid Price for the five (5) Business Days preceding the date that of delivery of such shares are delivered to the Investor. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.
Appears in 1 contract
Samples: Warrant Agreement (Greenland Corp)
Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 19, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees, warrants (the "Commitment Warrants") in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 490,000 shares of Common Stock. The Commitment Warrants shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average Closing Bid Price for the five (5) trading days immediately preceding April 19, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Investor, the Company shall deliver to the Investor a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each six (6) month anniversary of the Investment Commitment Closing, if the Investor has not received at least an amount equal to the applicable Semi-Annual Commitment Fee, as set forth below, in aggregate Gross Discount Amounts for the preceding six (6) Calendar Month period following the Effective Date Months (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee Commitment Shortfall") equal to the difference of (Ii) $100,000the applicable Semi-Annual Commitment Fee, as defined below, minus (ii) 10% the aggregate of the aggregate Put Dollar Amount of Gross Discount Amounts received by the Put Shares put to Investor during that Commitment Evaluation Periodthe preceding six (6) Calendar Months. In the event that the Company delivers a Termination Notice to the Investor or Automatic Termination occursInvestor, the Company shall pay to the Investor (the "Termination Fee") the greater of (Ii) the Semi-Annual Non-Usage Commitment Fee for the applicable Commitment Evaluation Period, less the Gross Discount Amount on amounts put to the Investor in that Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% the aggregate of the aggregate Put Dollar Amount of the Put Shares put to Investor during Gross Discount Amounts for all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee Commitment Shortfall thereafter. Each Semi Annual Non-Usage Fee or Termination Fee is payable within five (5) business days of For purposes hereof, the date it accrued, in cash or in registered, unlegended, freely tradable Common Stock of the Company. Where such payment is made in shares of Common Stock, each share of Common Stock shall be valued at the lesser of (I) the average Closing Bid Price for the five (5) Business Days preceding the date that such Semi-Annual NonCommitment Fee shall be as follows: Commitment Evaluation Period Semi-Usage Annual Commitment Fee is due, or (ii) the average Closing Bid Price for the five (5) Business Days preceding the date that such shares are delivered to Investor. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.---------------------------- --------------------------
Appears in 1 contract
Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 19, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees, warrants (the "Commitment Warrants") in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 490,000 shares of Common Stock. The Commitment Warrants shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average Closing Bid Price for the five (5) trading days immediately preceding April 19, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Investor, the Company shall deliver to the Investor a Commitment Warrant Opinion of Counsel (signed by the Company's Companys independent counsel). On the last Business Day of each six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's Investors commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee ") equal to the difference of (Ii) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (Ii) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee thereafter. Each Semi Annual Non-Usage Fee or Termination Fee is payable within five (5) business days of the date it accrued, in cash or in registered, unlegended, freely tradable Common Stock of the Company. Where such payment is made in shares of Common Stock, each share of Common Stock shall be valued at the lesser of (Ii) the average Closing Bid Price for the five (5) Business Days preceding the date that such Semi-Annual Non-Usage Fee is due, or (ii) the average Closing Bid Price for the five (5) Business Days preceding the date that such shares are delivered to Investor. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.
Appears in 1 contract
Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 19, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees, warrants (the "Commitment Warrants") in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 490,000 shares of Common Stock. The Commitment Warrants shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average Closing Bid Price for the five (5) trading days immediately preceding April 19, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Investor, the Company shall deliver to the Investor a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each six eighteen (618) Calendar Month month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company Investor has not Put purchased at least $1,000,000 3,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee ") equal to the difference of (Ii) $100,000300,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to purchased by the Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (Ii) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to purchased by the Investor during all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee thereafter. Each Semi Annual Non-Usage Fee or Termination Fee is payable payable, in cash or Common Stock (in the manner described below), at the Company's option, within five (5) business days of the date it accrued, in cash or in registered, unlegended, freely tradable Common Stock of the Company. Where If such payment is made in Common Stock, the Company shall deliver to the Investor a number of shares of Common StockStock equal to Z% of the amount of the Non-Usage Fee or Termination Fee that is then payable, each share divided by the lowest closing price of the Company's Common Stock shall be valued at the lesser of (I) the average Closing Bid Price for the five (5) Business Days immediately preceding the date that such Semi-Annual Non-Usage Fee is due, or (ii) the average Closing Bid Price for the five (5) Business Days preceding the date that of delivery of such shares are delivered to the Investor, where "Z" shall equal 100% if such payment is made in unrestricted and registered Common Stock that is eligible for immediate resale without restriction, and "Z" shall equal 125% if such payment is made in restricted and unregistered Common Stock. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.
Appears in 1 contract
Samples: Investment Agreement (College Bound Student Alliance Inc)
Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 19, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees, warrants (the "Commitment Warrants") in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 490,000 shares of Common Stock. The Commitment Warrants shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average Closing Bid Price for the five (5) trading days immediately preceding April 19, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Investor, the Company shall deliver to the Investor a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee ") equal to the difference of (Ii) $100,000100,000 (the "$100,000 Amount"), minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. In Notwithstanding the event that the Company delivers a Termination Notice to the Investor or Automatic Termination occursabove, the Company shall pay to the Investor (the "Termination Fee") the greater of (I) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the a Semi-Annual Non-Non Usage Fee thereafterfor a given 6 month period if, during such 6 month period:
(i) the Company has delivered Put Notices to the Investor for each and every Put during such 6 month period not later than five (5) Business Days following the preceding Pricing Period End Date, and (ii) each Put during such 6 month period represents a number of shares equal to the full amount of the Invdividual Put Limit for such Put. Each Semi Annual Non-Usage Fee or Termination Fee is payable payable, in cash, within five (5) business days of the date it accrued, in cash or in registered, unlegended, freely tradable Common Stock of the Company. Where such payment is made in shares of Common Stock, each share of Common Stock shall be valued at the lesser of (I) the average Closing Bid Price for the five (5) Business Days preceding the date that such Semi-Annual Non-Usage Fee is due, or (ii) the average Closing Bid Price for the five (5) Business Days preceding the date that such shares are delivered to Investor. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due. In the event of any Termination or Automatic Termination of this Agreement, the Company shall not accrue any further Semi-Annual Non Usage Fees, and, the with respect to calculation of the Semi-Annual Non Usage Fee for the Commitment Evaluation Period in effect at the time of such Termination or Automatic Termination, the "$100,000 Amount (as defined above) shall be reduced pro rata based upon the amount of time remaining in the Commitment Evaluation Period at the time of such Termination or Automatic Termination. Notwithstanding any Termination or Automatic Termination of this Agreement, regardless of whether or not the Registration Statement is or is not filed, and regardless of whether or not the Registration Statement is approved or denied by the SEC, the Investor shall retain full ownership of the Commitment Warrant as partial consideration for its commitment hereunder.
Appears in 1 contract
