Contingent Warrants. In the event that (i) the Company shall not by April 30, 1998 have filed an amended charter with the Secretary of State of Maryland increasing the number of shares of the Company's Common Stock that it is authorized to issue by at least 10 million shares and reserved such shares for issuance upon exercise of the Warrants, or (ii) the Company shall have failed to consummate the sale of the Shares or the Warrants by December 31, 1997 (or such later date as may be unanimously agreed by the parties hereto) for any reason other than a breach or default of this Agreement by the Purchasers, including a failure to pay the Aggregate Purchase Price, or the failure by the Purchasers to satisfy a condition set forth in Section 6 hereof, then, in either such event, the Company shall, for no additional consideration, issue to the Purchasers warrants to purchase an aggregate of 2,750,000 shares of the Common Stock of the Company at an exercise price of $0.60 per share and otherwise having terms substantially identical to the terms of the Warrants (the "Contingent Warrants"). The Contingent Warrants shall be issued to the Purchasers pro rata based upon the number of Shares held by each Purchaser or the number of Shares that each Purchaser would have acquired but for the failure of the Company to consummate the transactions contemplated by this Agreement, as the case may be.
Contingent Warrants. (i) Upon any redemption of shares of Class D Preferred pursuant to the terms of paragraph 4A of Part E of the Articles of Organization, the Company shall issue a warrant (collectively, the "Contingent Warrants") to each holder ------------------- of Class D Preferred. The Contingent Warrants shall be in the form of Exhibit G --------- attached to the 1996 Purchase Agreement, shall include the additional terms and conditions described on Exhibit H attached to the 1996 Purchase Agreement --------- (except that references therein to "$12.50" shall be deemed to be references to "$21.49" for purposes of this paragraph 3N) and shall otherwise be satisfactory in form and substance to the recipients thereof. The holders of the Contingent Warrants shall have the right to acquire initially the same number of shares of Class B Common into which each such holder's shares of Class D Preferred being redeemed (the "Redeemed Shares") were convertible as of the Redemption Date --------------- thereof. The initial exercise price for each share of Class B Common under the Contingent Warrants shall be equal to the Conversion Price of the Redeemed Shares as of the Redemption Date thereof, and the Contingent Warrants shall be exercisable at any time after the Redemption Date of the Redeemed Shares and shall expire (unless previously exercised) on the earlier of the tenth anniversary of the Closing or immediately following the date on which the outstanding Preferred Stock is converted into Conversion Stock pursuant to paragraph 6F of Part E of the Articles of Organization.
Contingent Warrants. (a) If any principal amount of the Exchange PIK Notes is outstanding on the earlier of (such earlier date, the “Series II Date”) (i) December 1, 2010 or (ii) the date that the Company has paid off, defeased, satisfied and discharged or redeemed its indebtedness obligations under its Floating Rate Notes, Parent shall issue to the Investor on the Series II Date a warrant substantially in the form attached hereto as Exhibit D, which, when exercised, will entitle the Investor to acquire, subject to the Cap, a number of shares of fully paid and non-assessable Common Stock representing ten percent (10%) (such percentage to be reduced on a pro rata basis with any reduction in the principal amount of the Exchange PIK Notes as of the Series II Date) of the Common Stock outstanding as determined on the Series II Date (on a fully diluted basis, excluding the shares of Common Stock issuable upon exercise of the 2006 Warrant and the Series I Exchange Warrant and any options to purchase shares of Common Stock outstanding on the date of this Agreement, provided such options have not been repriced or otherwise modified) at a price of $0.01 per share of Common Stock (the “Series II Exchange Warrant”). By way of example, if a principal amount of $40.2 million of the Exchange PIK Notes is outstanding as of the Series II Date, Parent would issue a Series II Exchange Warrant entitling the Investor to acquire, subject to the Cap, a number of shares of fully paid and non-assessable Common Stock representing five percent (5%) of the Common Stock outstanding, as determined on the Series II Date (on a fully diluted basis, excluding the shares of Common Stock issuable upon exercise of the 2006 Warrant and the Series I Exchange Warrant and any options to purchase shares of Common Stock outstanding on the date of this Agreement, provided such options have not been repriced or otherwise modified), at a price of $0.01 per share of Common Stock. (b) If any principal amount of the Exchange PIK Notes is outstanding 180 days, 210 days or 240 days after the Series II Date (each, a “Series III Issuance Date”), Parent shall issue to the Investor on such date, as applicable, a warrant in the form attached hereto as Exhibit E, which, when exercised, will entitle the Investor to acquire, subject to the Cap then in effect, a number of shares of fully paid and non-assessable Common Stock representing three and one-thirds percent (3 1/3%) (such percentage to be reduced on a pro rata basis with any r...
Contingent Warrants. The number of Contingent Warrants to be issued to Bathgate pursuant to the schedule in subparagraph (f) shall be determined as follows: (a) with respect to non-convertible debt, the number of warrants shall be equal to the sum of the number of shares of common stock that could have been purchased using the debt commitment proceeds multiplied by the applicable warrant coverage percentage (e.g., 2% or 8%); or (b) with respect to equity or convertible debt, the number of warrants shall be equal to the sum of the total number of shares issued or that would be issued upon conversion multiplied by the applicable warrant coverage percentage. For purposes of determining the "number of shares of common stock that could be purchased" the most recent ten day average of the quoted bid and the ask price of the Company's common stock shall be used; or, if the Company is a private company, the fair market value shall be the per share offering price of any offering completed by the Company within the immediately preceding three month period; or, if no current offering has been made, by the mutual agreement of the Company and Bathgate. The terms and conditions of the Warrants shall be no less favorable than those contained in any securities issued by the Company in the transaction, shall provide for a term of five years, shall contain standard anti-dilution and cashless exercise provisions; and shall also provide the holders of the Warrants with "piggy-back" and "take-along" registration rights to register the shares underlying the warrants at the Company's cost.
Contingent Warrants. (i) For each of the years 2007 and 2008 with respect to which the Surviving Corporation has revenues (which, for the purpose of this Section 1.5(c), shall not include revenues from acquisitions after the date of this Agreement except to the extent that such revenues are derived from the use of Firestone assets) exceeding the Revenue Target set forth below for such year, Parent shall issue to the holders of Company Common Stock immediately prior to the Effective Time (‘‘Effective Time Holders’’), in the aggregate, the number of warrants to purchase shares of Parent Common Stock set forth below with respect to such year: Year Revenue Target Warrants 2007 $ 20,000,000 500,000 2008 $ 30,000,000 500,000
Contingent Warrants. (i) At the Closing, the Company shall issue to the Purchaser a Warrant substantially in the form of Exhibit B hereto (the "Warrant") for the --------- consideration set forth in paragraph 1B hereof. The Warrants shall provide that upon:
Contingent Warrants. As long as there are shares of Convertible Preferred Stock outstanding, the Company shall grant, issue, and deliver to Purchaser, on each such issue date on which shares of Convertible Preferred Stock remain outstanding, contingent Stock Purchase Warrants, in the form of EXHIBIT A-2 (the "Contingent Warrants"), entitling Purchaser to purchase Shares of Common Stock at the Exercise Price set forth below, at any time and from time to time during the five year period beginning on the applicable issue date of each such Contingent Warrant, such Contingent Warrants to be issued on the issue dates set forth below and with respect to the following numbers of Shares of Common Stock (provided that for such issuance to be made on any issue date, shares of Convertible Preferred Stock must remain outstanding).
Contingent Warrants. In the event that the Company does not ------------------- effect a primary underwritten public offering (excluding any offering pursuant to Form S-8 under the Securities Act or any other publicly registered offering pursuant to the Securities Act pertaining to an issuance of Common Stock or securities exercisable therefor under any benefit plan, employee compensation plan, or employee or director or stock purchase plan) of its Common Stock on or prior to September 1, 1999 resulting in gross proceeds to the Company of at least $35.0 million, pursuant to Section 10.08 of the Indenture and in accordance with the terms of the Warrant Agreement between the Company and the Initial Purchaser, the Company will issue Contingent Warrants to the record Holders of Securities. Such Contingent Warrants will be exercisable for 8.0% of the Common Stock of the Company on a fully-diluted basis as of the date of such issuance after giving effect to the issuance of such Contingent Warrants.
Contingent Warrants. Buyer and Seller shall execute and mutually deliver at the Closing the Contingent Warrants (the "Contingent Warrants") in the form attached as Exhibit 2.2.2 pursuant to which Seller shall be entitled to acquire additional shares of Common Stock if one of the four contingencies set forth therein is met.
Contingent Warrants. The Contingent Warrants in the form set forth in Exhibit 2.2.2;
