Make-Whole Right Sample Clauses
Make-Whole Right. In the event that Dynegy is prevented from receiving Enron Common Stock following an exercise of either the Dynegy Exchange Option or the Enron Exchange Option, as the case may be, by reason of the failure, after the good faith efforts of both Enron and Dynegy, to satisfy the conditions for the issuance of Enron Common Stock to Dynegy specified in Section 6.1 hereof, Enron shall, as promptly as practicable, take all such action as may be necessary to:
(i) create a class of preferred stock of Enron (the "Enron Preferred Stock") that (A) would be non-voting, (B) would convert to Enron Common Stock upon a transfer of the Enron Preferred Stock to any party or parties as to which the conditions specified in Section 6.1 would be satisfied with respect to the Enron Common Stock to be received by any such party, (C) would not vote, separately as a class, with respect to any merger, share exchange or other business combination, (D) would participate pari passu with the Enron Common Stock with respect to dividends and upon liquidation and (E) would otherwise have such terms as would allow the Enron Preferred Stock to have, as nearly as possible taking into account legal and regulatory constraints, the same economic terms as the Enron Common Stock,
(ii) issue such number of shares of Enron Preferred Stock to Dynegy in exchange for all of its NNGC Preferred Stock as would, taking into account the conversion ratio with respect to such shares of Enron Preferred Stock, provide for the issuance of an aggregate number of shares of Enron Common Stock as would equal the aggregate number of shares of Enron Common Stock that Dynegy would have been entitled to receive, based on the Exchange Option Ratio, had it received Enron Common Stock upon exercise of the Dynegy Exchange Option,
(iii) amend the Registration Rights Agreement to treat the Enron Preferred Stock as if it were Registrable Common Stock (as defined in the Registration Rights Agreement), and
(iv) if necessary to allow for the conversion of the Enron Preferred Stock into Enron Common Stock in accordance with the stockholder approval requirements of the NYSE, submit to its stockholders for approval, with the favorable recommendation of the Board of Directors, the issuance of the Enron Common Stock issuable upon conversion of the Enron Preferred Stock; provided, however, that in the event that the conditions specified in Section 6.1 have not been satisfied after a period of 12 months following the date of the exercise...
Make-Whole Right. (a) Except as otherwise set forth herein, the Company shall issue Make Whole Shares with respect to each Offering Share as set forth below upon the satisfaction of any of the following conditions on or after the Effective Date:
i. If on or before December 31, 2018, the Company Consummates: (i) an IPO; (ii) a Subsequent Capital Raise; or (iii) a Change of Control, the Company shall issue with respect to each Offering Share additional shares of Common Stock necessary to achieve a 10% increase from the Purchase Price (the “2018 Make Whole Shares”). The calculation for purposes of determining the number of 2018 Make Whole Shares issuable for each Offering Share shall be as follows: (($31.35 / Reference Price) — 1). In the event that the result of such calculation is zero or a negative number, no Make Whole Shares shall be issued.
ii. If between January 1, 2019 and December 31, 2019, the Company Consummates: (i) an IPO; (ii) a Subsequent Capital Raise; or (iii) a Change of Control, the Company shall issue with respect to each Offering Share additional shares of Common Stock necessary to achieve a 20% increase from the Purchase Price (the “2019 Make Whole Shares”). The calculation for purposes of determining the number of 2019 Make Whole Shares issuable for each Offering Share shall be as follows: (($34.20 / Reference Price) — 1). In the event that the result of such calculation is zero or a negative number, no Make Whole Shares shall be issued.
iii. If as of December 31, 2019, the Company has not Consummated an IPO, a Subsequent Capital Raise or a Change of Control, the Company shall issue with respect to each Offering Share additional shares of Common Stock equal to a 20% increase in the Purchase Price from $28.50, i.e., 0.2 shares of Common Stock for each Offering Share.
(b) If a Subsequent Capital Raise is achieved through the aggregation of the proceeds of multiple private offerings, the Subsequent Capital Raise shall be deemed to have been Consummated on the date of Consummation of the first private offering constituting part of the Subsequent Capital Raise.
(c) Each Make Whole Share issued by the Company will be fully paid and non-assessable. The number of Make Whole Shares issued to a Shareholder shall be rounded up or down to the nearest whole share, and no fractional shares will be issued.
(d) Notwithstanding anything else provided herein, pursuant to the Make Whole Right, the Company shall not issue more than 0.5 shares of Common Stock per Offering Sh...
Make-Whole Right. (a) At any time after the occurrence of a Triggering Event (as hereinafter defined), the Holder shall have the right (the "Make-Whole Right"), exercisable within 30 days after the Triggering Event, to require the Company to take the action specified in Section 1(b). The Make-Whole Right shall be exercisable by delivery of a written notice to the Company (the "First Make-Whole Notice").
(b) Upon the exercise of the Make-Whole Right, the Company may elect, at the Company's sole option, either (i) to purchase all (but not less than all) of the Securities for the Make-Whole Price (as hereinafter defined) at a closing (the "Purchase Closing") to be held at a time and place specified by the Holder in the First Make-Whole Notice or (ii) to comply with any Second Make-Whole Notice that may be delivered as described in Section 2(a). The Company shall advise the Holder of its election by delivery of a notice (the "Company Election Notice") to the Holder not later than the last to occur of (x) 10 days after delivery of the First Make-Whole Notice and (y) June 1, 1998.
(c) If the Company makes the election described in Section 1(b)(i), then, at the Purchase Closing (and subject to Section 2), the Company shall purchase the Securities and the Holder shall convey good and valid title to the Securities to the Company, free and clear of all liens, security interests and similar encumbrances (collectively, "Liens") by delivering to the Company against payment therefor certificates for the Securities, duly endorsed in blank or with stock powers attached.
(d) For purposes of this Agreement:
Make-Whole Right. (a) If following the consummation of the Merger, Pyxis conducts an offering of Pyxis Common Stock or a sale of Pyxis and/or substantially all of the Pyxis Operating Subs as an operating business (either, a “Future Pyxis Offering”) pursuant to which the offering price per share of Common Stock (the “New Offering Price”) is less than the Consideration Value (as hereinafter defined), then the LS stockholders of record on the date that is four (4) Business Days after the date the Merger is announced who, on the date of the consummation of the Future Pyxis Offering, continue to hold the Pyxis Shares they received as part of the Merger Consideration (the “MWR Holder”), shall be entitled to receive in Pyxis Shares, the difference between Consideration Value and the New Offering Price (the “Make-Whole Right”). For purposes of clarity, in the event an MWR Holder transfers his Pyxis Shares prior to the consummation of a Future Pyxis Offering, then the related Make-Whole Right is voided and no longer in effect.
(b) For purposes of this Section 4.12, “Consideration Value” shall mean the dollar value per share of Pyxis Common Stock received by the LS stockholders as part of the Merger Consideration, which per share amount is subject to further adjustment in the event of a subdivision, combination, recapitalization, stock dividend, or similar event relating to Pyxis Common Stock.
Make-Whole Right. NextTrip shall issue to such Member additional shares of NextTrip Common Stock as is necessary to make the aggregate value of the outstanding Restricted NextTrip Shares (based on the Fair Market Value) equal to the original aggregate value of the Restricted NextTrip Shares (based on the Base Price) for the number of Restricted NextTrip Shares specified in the Exercise Notice; or