Contingent Exercise. The number of shares that may be purchased pursuant to the exercise of this Warrant is limited to a number of shares equal to 36.9% multiplied by the number of shares purchased pursuant to the exercise of the 1995 Private Placement Warrants after the date hereof. To the extent that this would result in the right to purchase a fractional number of shares, the number of shares permitted to be purchased will be rounded down to the lowest whole share; PROVIDED, however, that the number of shares with respect to which this Warrant shall not then have been exercised will appropriately reflect such adjustment.
Contingent Exercise. In the event that Holder shall be exercising the Warrant as of the closing of a Company Sale or Initial Public Offering, the Holder may, in such Holder's sole discretion and by written instruction delivered with the notice of exercise in accordance with Section 2(a), make such exercise, in whole or in part, contingent upon the occurrence of such closing and effective immediately prior thereto.
Contingent Exercise. At the election of the Warrantholder, an exercise may be made contingent upon the closing of the sale of the shares issuable upon such exercise in a public offering pursuant to a registration statement filed or to be filed by the Company which registers such shares pursuant to the Securities Act of 1933, as amended
Contingent Exercise. In connection with a Drag-Along Sale, a Tag-Along Sale or a Piggyback Registration (as such terms are defined in the Stockholders Agreement) (in each case a “Sale”), the Company shall deliver a notice informing the Participant of such Sale (a “Sale Notice”) prior to the date of consummation of the Sale. During the period from the date on which the Sale Notice is delivered to the date specified in the Sale Notice, the Participant shall have the right to exercise any then vested Options in accordance with the Plan, contingent upon and subject to the consummation of the Sale, and, if the Sale does not take place within a specified period after delivery of the Sale Notice for any reason whatsoever, the exercise pursuant thereto shall be null and void.
Contingent Exercise. In the event of the exercise of this Warrant in connection with an initial primary public offering or the sale of substantially all of the Corporation’s assets or equity or a merger or consolidation to which the Corporation is a party, the exercise hereof may be conditioned, at the election of the exercising holder which shall be clearly evidenced in its notice of exercise, on the successful consummation of such event and in the event that such event is not consummated within ninety (90) days following delivery of the holder’s exercise notice, the notice of exercise may be withdrawn upon written notice from the exercising holder to the Corporation whereupon all exercise documentation and this Warrant shall be returned to the exercising holder and all of its rights hereunder shall be reinstated as if no notice of exercise had been delivered.
Contingent Exercise. Notwithstanding anything to the contrary in the Agreement, the parties hereby agree that the Holder, as a result of the Merger now falling within the amended definition of Qualifying Listing, has the contingent right to exercise its Warrants pursuant to the terms hereof. The Holder hereby waives, and the Company accepts its waiver of, its right to receipt of an Exercise Event Notice. Holder hereby gives notice of its election to exercise its Warrants contingent upon and contemporaneous with the date of the close of the Merger. Such exercise shall be pursuant to the following terms, which the Company agrees and accepts:
a. Given the amendments in Section 1 above and the date of this Amendment, the Market Value for each share of Common Stock for purposes of calculating the Aggregate Listco Amount shall be equal to $[***]. Utilizing this Market Value, the Company holds $[***] in Common Stock ([***] shares). In addition, the Company holds $[***] of convertible notes in the Parent as well as a cash balance of approximately $[***]. Therefore, the Aggregate Listco Amount is $[***].
b. The latest 409A valuation of Alphaeon Credit, Inc., is $[***] million and the valuation of Zelegant, Inc. as determined by its board of directors is $[***]. Therefore, the Payment Amount of Promissory Notes tendered by the Holder, as a percentage of the aggregate Payment Amount of Promissory Notes held by the Holder shall not exceed twenty-one and one tenths percent (21.1%), which constitutes eighty-five percent (85%) of twenty-four and eight tenths percent (24.8%) (the proportion that $[***] million bears to the sum of $[***] million, $[***] million, $[***] million and $[***]).
c. The Holder hereby gives notice of its election to exercise its Warrants into Warrant Shares representing twenty-one and one tenths percent (21.1%) of the Payment Amount of Holder’s Promissory Notes pursuant to the Cashless Exercise Ratio to be calculated upon the date of the close of the Merger.
d. Upon exercise of the Warrants into Warrant Shares on the date of the close of the Merger, twenty-one and one tenths percent (21.1%) of the Payment Amount of the Holder’s Promissory Notes shall be considered paid by the Company and a corresponding portion of the indebtedness owed by Parent to Holder pursuant to such Promissory Notes shall be unconditionally and irrevocably cancelled.
e. Between the date hereof and the close of the Merger, Holder will provide to the Company any reasonably requested information ne...
Contingent Exercise. Notwithstanding anything to the contrary contained in this Warrant, the Holder may exercise this Warrant in connection with a Transaction (as defined below) or a registered offering of Common Stock, conditioned upon the consummation of such Transaction or registered offering of Common Stock and, in such case, such exercise shall not be deemed to be effective until immediately prior to the consummation of such Transaction or registered offering.
Contingent Exercise. 7 Article 5 ADJUSTMENT OF THE AMOUNT OF COMMON STOCK ISSUABLE AND THE EXERCISE PRICE UPON EXERCISE ...
Contingent Exercise. Each holder shall have the right to exercise its Warrants contingent upon and subject to the effectiveness of a registration statement relating to the shares of Common Stock available to be purchased upon exercise of such holder's Warrants.
Contingent Exercise. 7 Article 5 ADJUSTMENT OF THE AMOUNT OF COMMON STOCK ISSUABLE AND THE EXERCISE PRICE UPON EXERCISE.................................. 8 5.1 Adjustment for Change in Capital Stock................................ 8 5.2 Distributions......................................................... 8
