Duration and Exercise of Warrant. (a) Subject to Section 1.2, this Warrant may be exercised to purchase (i) 50% of the underlying shares from and after 9:00 A.M. New York City time on January 24, 2002 (the "First Exercise Date") and (ii) 50% of the underlying shares on January 24, 2003 (the "Second Exercise Date"). Each of the First Exercise Date and the Second Exercise Date are hereinafter referred to from time to time, as applicable, as the "Exercise Date" and collectively from time to time as the "Exercise Dates"). The Company shall give prompt notice to the Warrantholder of the Exercise Date in accordance with Section 7.6. This Warrant expires at 5:00 P.M., New York City time on January 24, 2011 (the "Expiration Date").
(b) The rights represented by this Warrant may be exercised by the Warrantholder of record, in whole, or from time to time in part, by (a) surrender of this Warrant, accompanied by either the Exercise Form annexed hereto, or if the Warrantholder decides to exercise the Warrant pursuant to the broker-assisted cashless exercise program instituted by the Company, an applicable exercise form provided by the Company (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at 0000 XxXxxxxx Xxxxxx, Suite 1000, Dallas, Texas 75204 (or such other office or agency of the Company as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the New York Stock Exchange is authorized to close or on which the Company is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M. New York City time on the applicable Exercise Date but not later than 5:00 P.M., New York City time, on the Expiration Date (or 5:00 P.M., New York City time, on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), (b) delivery of payment to the Company in cash or by certified or official bank check in New York Clearing House Funds, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form (such payment may be made by the Warrantholder directly or by a designated broker pursuant to the broker-assisted cashless exercise program instituted by the Company) and (c) such documentation as to the identity and authority of the Warrantholder as the Company may ...
Duration and Exercise of Warrant. (a) This Warrant may be exercised as to 100% of the underlying shares at any time following the date of receipt by the Compensation Committee of the Board of Directors of the Corporation's audited financial statements showing the Corporation's actual earnings per share for the year ended December 31, 2000 ("fiscal 2000"), provided that such earnings are not less than $1.93 per share. The Company shall use its best efforts to deliver to the Compensation Committee the audited financial statements showing the Corporation's actual fiscal 2000 earnings per share by March 5, 2001. If the Corporation's actual 2000 fiscal earnings is less than $1.93 per share, then this Warrant shall be exercisable as to 100% of the underlying shares at any time following the date of receipt by the Compensation Committee of the Board of Directors of the Corporation's audited statements showing the Corporation's actual earnings per share for the year ended December 31, 2001 ("fiscal 2001"), provided that such earnings are not less than $2.39 per share. The Company shall use its best efforts to deliver to the Compensation Committee the audited financial statements showing the Corporation's the actual fiscal 2001 earnings by March 5, 2002. However, in any case, this Warrant shall vest as to 100% of the underlying shares on March 5, 2008. The date this Warrant is first exercisable is hereinafter referred to as the "Exercise Date". The Company shall give prompt notice to the Warrantholder of the Exercise Date in accordance with Section 7.6. This Warrant expires at 5:00 P.M., New York City time on May 19, 2009 (the "Expiration Date"). In addition, in the event of a Change in Control of the Company, the right to exercise 100% of the underlying shares shall immediately vest. A "Change in Control" shall be deemed to have occurred if:
(i) any person, other than the Company or an employee benefit plan of the Company, acquires directly or indirectly the Beneficial Ownership (as defined in Section 13(d) of the Securities and Exchange Act of 1934, as amended (the" Exchange Act")) of any voting security of the Company and immediately after such acquisition such Person is, directly or indirectly, the Beneficial Owner of voting securities representing 50% or more of the total voting power of all of the then-outstanding voting securities of the Company;
(ii) the individuals (A) who, as of the closing date of the Initial Public Offering, constitute the Board (the "Original Directors") or (B) who the...
Duration and Exercise of Warrant. (a) The rights represented by this Warrant may be exercised by the Warrantholder of record, in whole, or from time to time in part by the (a) surrender of this Warrant, accompanied by the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Corporation at the office of the Corporation located at 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xx Xxxx, Xxxxxxxxxx 00000 (or such other office or agency of the Corporation as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Corporation) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles time, on any Exercise Commencement Date but not later than the close of business on the Expiration Date (or the close of business on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and (b) delivery of payment to the Corporation, for the account of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money of the United States of America. The Corporation agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten (10) Business Days, thereafter. The certificate or certificates so delivered shall be issued in the name of the Warrantholder or, if permitted by subsection 2.5 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form, subject to subsection 2.4, and shall be subject to the restrictions on transfer and bear the legend specified in subsection 2.
Duration and Exercise of Warrant. Subject to the terms and conditions set forth herein, this Warrant may be exercised, in whole or in part, by the Warrantholder by:
(a) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day prior to and including the Expiration Date; and
(b) the delivery of payment to the Company, for the account of the Company, by cash, by certified or bank cashier's check or by wire transfer of immediately available funds in accordance with wire instructions that shall be provided by the Company upon request, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money of the United States of America. In the alternative, the Warrantholder may exercise its right, on any Business Day prior to and including the Expiration Date, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrantholder receives that number of Warrant Shares otherwise issuable upon exercise of this Warrant less that number of Warrant Shares having an aggregate fair market value (as determined by the Board of Directors) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid in respect of this Warrant by the Warrantholder. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
Duration and Exercise of Warrant. (a) This Warrant may be exercised to purchase (i) 20% of the underlying shares from and after 9:00 A.M. New York City time on October 27, 1999 (the "Initial Exercise Date"); (ii) 20% of the underlying shares on October 27, 2000 (the "Second Exercise Date"); (iii) 20% of the underlying shares on October 27, 2001 (the "Third Exercise Date"); (iv) 20% of the underlying shares on October 27, 2002 (the "Fourth Exercise Date"); and (v) 20% of the underlying shares on October 27, 2003 (the "Fifth Exercise Date") to and including 5:00 P.M. New York City time on October 27, 2008 (the "Expiration Date"). The Initial Exercise Date, the Second Exercise Date, the Third Exercise Date, the Fourth Exercise Date and the Fifth Exercise Date are hereinafter referred to, as applicable, as the "Exercise Date." In addition, in the event of a Change in Control of the Company, the right to exercise 100% of the underlying shares shall immediately vest. A "Change in Control" shall be deemed to have occurred if:
(i) any person, other than the Company or an employee benefit plan of the Company, acquires directly or indirectly the Beneficial Ownership (as defined in Section 13(d) of the Securities and Exchange Act of 1934, as amended (the" Exchange Act")) of any voting security of the Company and immediately after such acquisition such Person is, directly or indirectly, the Beneficial Owner of voting securities representing 50% or more of the total voting power of all of the then-outstanding voting securities of the Company;
(ii) the individuals (A) who, as of the closing date of the Initial Public Offering, constitute the Board (the "Original Directors") or (B) who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of at least two-thirds (2/3) of the Original Directors then still in office (such directors becoming "Additional Original Directors" immediately following their election) or (C) who are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of at least two-thirds (2/3) of the Original Directors and Additional Original Directors then still in office (such directors also becoming "Additional Original Directors" immediately following their election) (such individuals being the "Continuing Directors"), cease for any reason to constitute a majority of the members of the Board;
(iii) the stockholders of the Company shall approve a merger, consolidation, recapita...
Duration and Exercise of Warrant. Subject to the terms and conditions set forth herein, the Warrant may be exercised, in whole or in part, by the Warrantholder by:
(a) the surrender of this Warrant to the Company, with a duly executed Exercise Form (substantially in the form attached hereto at Exhibit "A") specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day prior to the Expiration Date; and
(b) the delivery of payment to the Company, for the account of the Company, by cash or by certified or bank cashier's check, of the applicable Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid (or as provided in Section 1.2 below).
Duration and Exercise of Warrant. Subject to Sections 2(b), 4, 5, 6 and 7 herein, the parties hereto agree as follows,
(a) Subject to the remaining provisions of this Agreement, the Warrant may be exercised, in whole or in part, by IITRI and/or its permitted transferees (IITRI and its permitted transferees are hereinafter referred to individually or collectively as the "Holder") on any business day on or after the Effective Date and through and including (i) the date that is thirty (30) following the date of the Company's delivery to the Holder of the appraisal performed by an independent appraiser at the Company's request in connection with the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan (the "ESOP") that sets forth the per share value of the Common Stock as of September 30, 2008 (the "September 2008 Appraisal"), if the ESOP is still in existence on September 30, 2008 and if none of clauses (a), (b) and (c) of the definition of "Current Market Price" in Section 3(c)(ii) below are applicable; provided that the September 2008 Appraisal shall not reflect any discount for any lack of liquidity or absence of control, or (ii) the sixth (6th) anniversary of the Effective Date, if the ESOP is not still in existence on September 30, 2008 or if one of the clauses (a), (b) or (c) of the definition of "Current Market Price" in Section 3(c)(ii) below is applicable (in each case, the "Expiration Date"). At 5:00 P.M., Eastern Standard Time, on the Expiration Date, the Warrant shall be and become void and of no value to the extent it has not been exercised prior to such time.
(b) The Holder shall not be entitled to exercise any portion of the Warrant unless it has delivered written notice in the form of the Form of Election to Purchase attached hereto as Exhibit A (the "Exercise Notice") to the Company in accordance with Section 15 of this Warrant Agreement ninety (90) days prior to the proposed effective date of such exercise. Subject to the terms of Sections 2(h), 6(b) and 7(b), the Warrant or a portion thereof, as appropriate, shall be deemed to be exercised ninety (90) days from the date (the "Exercise Date") the Company receives the Exercise Notice.
(c) The Holder shall make payment for the exercise of the Warrant, or a portion thereof, as appropriate, in the form of cash, or in lieu of cash, the Holder may elect to receive such number of Shares equal to the value (as determined below) of the exercised Warrant, or portion thereof, by indicating in the Exe...
Duration and Exercise of Warrant. (a) This Warrant shall be exercisable by the then registered Holder on any business day before 5:00 P.M., California time, at any time and from time to time on or after the date hereof to and including the Expiration Date. At 5:00 P.M., California time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value.
(b) Subject to Sections 2(c), and 5, upon surrender of this Warrant, with the Form of Election to Purchase attached hereto duly completed and signed, to the Company at its address for notice set forth in Section 11 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends except (i) either in the event that a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been issued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant.
Duration and Exercise of Warrant. Subject to the terms and conditions set forth herein, the Warrant may be exercised, in whole or in part, by the Warrantholder by:
(a) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day prior to the Expiration Date; and
(b) the delivery of payment to the Company, for the account of the Company, by cash, by wire transfer of immediately available funds or by certified or bank cashier's check, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid (or as provided in Section 1.2 below).
Duration and Exercise of Warrant. Subject to the terms and conditions set forth herein, including Section 1.1, the Warrant may be exercised, in whole or in part, by the Warrantholder by:
(a) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day prior to the Expiration Date; and
(b) the delivery of payment to the Company, for the account of the Company, by cash, by certified or bank cashier's check or by wire transfer of immediately available funds in accordance with wire instructions that shall be provided by the Company upon request, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money of the United States of America. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
