Issuance of Additional Warrants. In connection with the declaration, issuance or consummation of any dividend, spin-off or other distribution or similar transaction by the Company of the capital stock of any of its subsidiaries, the Company shall cause (i) additional warrants of such subsidiary with, subject to clause (ii) below, substantially similar terms as the Warrants, to be issued to the Holder or one or more of its nominees so that after giving effect to such transaction the Warrants and such warrants of such subsidiary each represent the same percentage interest in the fully diluted number of common shares of such entity as the Warrants represented in the Company immediately prior to such transaction, and (ii) (A) the exercise price of the Warrants to be reduced by an amount reasonably acceptable to the Holder and the Company to reflect the value of the capital stock of the subsidiary to be dividended, spun-off or otherwise distributed and (B) the exercise price of the additional warrants of such subsidiary to be fixed in a manner reasonably acceptable to such Holder and the Company to reflect the amount by which the exercise price of the Warrants was reduced pursuant to clause (ii)(A) above, as adjusted to reflect any differences in the fully-diluted number of the shares of common stock of the Company and such subsidiary.
Issuance of Additional Warrants. Paragraph 1.4 of the Agreement is modified to read in its entirety as follows:
Issuance of Additional Warrants. If the Company shall at any time effect a recapitalization, reclassification or other similar transaction of such character that the shares of Common Stock shall be changed into or become exchangeable for a smaller number of shares (a "Reverse Stock Split"), then on the date of such Reverse Stock Split, and on each one year anniversary (each, an "Anniversary Date") of the Reverse Stock Split thereafter throughout the term of the Commitment Warrants, the Company shall issue to Xxxxxx additional warrants (the "Additional Warrants"), in the form of Exhibit A, to purchase a number of shares of Common Stock, if necessary, such that the sum of the number of Warrants and the number of Additional Warrants issued to Xxxxxx shall equal at least 4.0% of the number of fully diluted shares of Common Stock of the Company that are outstanding immediately following the Reverse Stock Split or Anniversary Date, as applicable. The Additional Warrants shall be exerciseable at the same price as the Commitment Warrants, shall have the same reset provisions as the Commitment Warrants, shall have piggyback registration rights and shall have a 5-year term.
Issuance of Additional Warrants. If the Company issues (i) shares of Common Stock for a consideration per share less than the current Fair Market Value per share of the Company’s Common Stock on the date the Company fixes the offering price of such additional shares, (ii) any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(a) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current Fair Market Value per share on the date of issuance of such securities, or (iii) otherwise distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current Fair Market Value per share on the record date for determining holders entitled to the distribution of rights, options or warrants, each holder of Warrants shall be entitled to purchase from the Company, and the Company shall sell to such holder, additional warrants to purchase the number of shares (the “Additional Warrant Shares”) of Class C Common Stock (the “Additional Class C Warrants”) that such holder would have been entitled to purchase if such holder had exercised its preemptive rights in full under Section 19 of the Sixth Amended and Restated Stockholders Agreement with respect to the number of shares of Common Stock underlying the Warrants. The price paid by each holder of Warrants for the Additional Warrants shall equal the product of (x) $0.01 and (y) the number of Additional Warrant Shares underlying such Additional Class C Warrants, and the exercise price per share shall equal the offering price, exercise price or consideration per share of Common Stock, as applicable, issued or issuable (upon conversion or exercise, as applicable) by the Company. This Section 10 shall not be applicable, and shall have no effect, with respect to any Warrants that have been registered in connection with a Demand Registration pursuant to Section 10 of the Sixth Amended and Restated Stockholders Agreement or a Piggyback Registration pursuant to Section 11 of the Sixth Amended and Restated Stockholders Agreement.
Issuance of Additional Warrants. On each six month anniversary of the date of execution by the Company and the Investor of the initial Commitment Warrants (each, a "Six Month Anniversary Date") continuing throughout the term of the Commitment Warrant, the Company shall issue to the Investor additional warrants (the "Additional Warrants"), to purchase a number of shares of Common Stock, if necessary, such that the sum of the number of Commitment Warrants and the number of Additional Warrants issued to Investor shall equal at least "Y%" of the number of fully diluted shares of Common Stock of the Company on such Six Month Anniversary Date (not including any shares issued or issuable to Swartz), where "X" xxall equal 4.0% for the first Six Month Anniversary Date, and shall be reduced by 0.5% for each Six Month Anniversary Date beginning on and following the second Six Month Anniversary Date. The Additional Warrants shall be in the form of EXHIBIT A hereto, and shall initially be exerciseable at the same price as the Commitment Warrants (as most recently reset), shall have the same reset provisions as the Commitment Warrants (which resets shall occur on each six month anniversary of the date of issuance of the applicable Additional Warrant throughout the term of the applicable Additional Warrant), shall have registration rights as set forth in the Amended and Restated Registration Rights Agreement dated April 4, 2001 between the Company and the Investor, and shall have a 5-year term.
Issuance of Additional Warrants. At the earlier of (i) June 19, 2001 or (ii) the date of the first Put Notice delivered to Investor pursuant to the Investment Agreement, Investor shall receive additional warrants (the "Additional Warrants"), to purchase a number of shares of Common Stock, if necessary, such that the sum of the number of Commitment Warrants and the number of Additional Warrants issued to Investor shall equal at least 4.5% of the number of fully diluted shares of Common Stock of the Company that are then outstanding. If the Company shall at any time effect a recapitalization, reclassification or other similar transaction of such character that the shares of Common Stock shall be changed into or become exchangeable for a SMALLER number of shares (a "Reverse Stock Split"), then on the date of such Reverse Stock Split, and on each one year anniversary (each, an "Anniversary Date") of the Reverse Stock Split thereafter throughout the term of the Commitment Warrants, the Company shall issue to Investor additional warrants (the "Additional Warrants"), in the form of EXHIBIT A, to purchase a number of shares of Common Stock, if necessary, such that the sum of the number of Warrants and the number of Additional Warrants issued to Investor shall equal at least 4.5% of the number of fully diluted shares of Common Stock of the Company that are outstanding immediately following the Reverse Stock Split or Anniversary Date, as applicable. The Additional Warrants shall be exerciseable at the same price as the Commitment Warrants, shall have the same reset provisions as the Commitment Warrants, shall have piggyback registration rights and shall have a 5-year term.
Issuance of Additional Warrants. On timely exercise of the Outstanding Warrants on each of the dates specified in this Agreement, the Company agrees to issue new warrants to Holder to acquire the same number of shares of Common Stock then acquired, such new warrants to have an exercise price of $8.75 per share of Common Stock (the "$8.75 Warrants"). The $8.75 Warrants shall be exercisable at any time after August 1, 1997, and prior to the close of business on April 16, 2003. The $8.75 Warrants shall be in the form attached hereto as Exhibit "A" and incorporated herein by this reference.
Issuance of Additional Warrants. Upon the issuance of equity securities (including the issuance of convertible securities or warrants but excluding employee stock options or the issuance of shares upon the exercise of currently outstanding options or warrants) in a Financing (as defined below) at a price per share less than the price per share at which the Shares are being sold pursuant to this agreement (or in the case of convertible securities or warrants with an exercise or conversion price less than such price per share) then in order to effect an adjustment to Purchaser's original purchase price:
(i) The exercise price of the outstanding Warrants will be reduced to the price per share at which such equity securities were sold (or in the case of the sale convertible securities or warrants reduced to the exercise or conversion price of such securities) (in all cases, the "ISSUANCE PRICE"); and
(ii) The Company will issue to Purchaser a warrant in the form attached hereto as EXHIBIT B with an exercise price of $0.01, a term of three years and exercisable for that number of shares of Common Stock equal to: ((P/I)-1) times T Where P equals the price per share at which the Shares were sold pursuant to this Agreement, I equals the Issuance Price and T equals the total number of shares of Common Stock purchased by Purchaser pursuant to this Agreement including any shares purchased upon the exercise of the Warrants. For the purposes of this Section 6.2, Financing shall mean an offering or series of related offerings of securities by the Company for purpose of raising capital in an amount of $250,000 or more. Financing shall not include (i) the issuance or sale of shares of Common Stock or options to purchase Common stock to employees, officers, directors or consultants for the primary purpose of soliciting or retaining their services as shall have been approved by the Board of Directors, (ii) the issuance or sale of Securities to leasing entities or financial institutions in connection with commercial leasing or borrowing transactions approved by the Board of Directors, (iv) any issuances of Securities in connection with any stock split, stock dividend or recapitalization by the Company,
Issuance of Additional Warrants. If any Second Amendment Loans remain outstanding on March 31, 2022, Holdings shall immediately issue to the Lenders and/or their Affiliates additional warrants in form and substance satisfactory to the Lenders to purchase 5.0% of the Common Stock Deemed Outstanding on the date of any partial or full exercise of such warrants at the same purchase price as included in the Warrants issued to the Lenders and/or their Affiliates on the Closing Date.
Issuance of Additional Warrants. Additional Warrants shall be issued on the terms and upon satisfaction of the following conditions, in all cases on a pro rata basis in proportion to the principal amount of Notes issued to or for which each Purchaser is then committed:
(a) If (i) (x) a Prepayment Event occurs prior to the first anniversary of this Agreement and (y) the Prepayment Event Price (defined below) is less than $9.00 per share of Common Stock (subject to adjustment in the event of a stock split, combination or similar event), or (ii) (x) a Prepayment Event occurs on or after the first anniversary of this Agreement but prior to the second anniversary thereof and (y) the Prepayment Event Price is less than $12.00 per share of Common Stock (subject to adjustment in the event of a stock split, combination or similar event), then the Tranche 1 Additional Warrants shall be issued by the Company to Purchasers or their assignees, as the case may be. The date the foregoing conditions are met shall be referred to herein as the "Tranche 1 Additional Warrant Date."
(I) Upon the occurrence of a Prepayment Event, if any, if (i) such Prepayment Event does not occur prior to the second anniversary hereof, and (ii) (x) if prior the third anniversary hereof, the Prepayment Event Price is then less than $14.00 per share of Common Stock (subject to adjustment in the event of a stock split, combination or similar event), or (y) if on or following the third anniversary hereof but prior to the fourth anniversary hereof, the Prepayment Event Price is less than $16.00 per share of Common Stock (subject to adjustment in the event of a stock split, combination or similar event), then the Tranche 2 Additional Warrants shall be issued by the Company to Purchasers or their assignees, as the case may be, or (II) if a Prepayment Event has not occurred prior to the fourth anniversary hereof, then the Tranche 2 Additional Warrants shall be issued by the Company to Purchasers or their assignees, as the case may be. The date either of the foregoing conditions are met shall be referred to herein as the "Tranche 2 Additional Warrant Date."
