Issuance of Options and Warrants. In the event the Issuer shall at any time within the Full Ratchet Period take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving Person) issue or sell, any options or warrants as part of a capital raise or other financing activity (other than up to 5% Warrant Coverage as part of a non-convertible loan or lease transaction with a bank or other financial institution, provided that the exercise price of these warrants is not less than the fair market value (at the time of issuance of the warrant) of such shares of capital stock), whether or not immediately exercisable, and the price per share for which Common Stock is issuable upon exercise thereof (the “Exercise Price”) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, or if, after any such issuance of options or warrants, the Exercise Price thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price in effect at the time of such amendment or adjustment, then the Warrant Price then in effect shall be adjusted to the Exercise Price. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made upon the actual issue of such Common Stock upon exercise of such options or warrants. “Warrant Coverage” shall mean the percentage obtained by dividing (i) the aggregate exercise price of the warrant(s) (i.e., the product of (A) the exercise price of the warrant(s) issued in connection with the transaction and (B) the total number of shares of capital stock issuable upon exercise of the warrant(s)) by (ii) the total principal amount of the loan or lease transaction associated with the issuance of the warrants.
Issuance of Options and Warrants. AHC shall issue to the persons set forth on Schedule 5k options and warrants to purchase AHC Common Stock in the amounts and on the terms set forth therein.
