Pre-Exchange Period Sample Clauses

Pre-Exchange Period. During the Pre-Exchange Period, subject to the FCC Ownership Conditions, the Company shall issue Class A Common Stock upon exercise of Warrants by a U.S. Holder; provided, that (i) the Company shall issue Class B Common Stock if the exercising Holder has made a Class B Election, (ii) the Company may issue Class B Common Stock in lieu of Class A Common Stock to the extent necessary to comply with the FCC Ownership Conditions, (iii) the number of Warrants permitted to be exercised for Class A Common Stock or Class B Common Stock, as applicable, may be limited to the extent necessary to comply with the FCC Ownership Conditions, and (iv) the Company shall issue up to 4.99 percent (or, if consistent with the 4.99 Percent Rule, up to 19.99 percent) of the outstanding Class A Common Stock to an exercising Holder and such exercising Holder shall retain its remaining Warrants if the exercising Holder has elected the Class A Common Stock and Warrant Election on its Exercise Form. For the avoidance of doubt, Non-U.S. Holders shall not be entitled to exercise Warrants during the Pre-Exchange Period.
Sample 1
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Pre-Exchange Period. (i) Prior to the Exchange Period, the Company shall issue Class A Common Stock upon exercise of Series 1 Warrants by a Holder; provided, that (A) the Company shall issue Class B Common Stock if the exercising Holder has elected to receive Class B Common Stock on its Exercise Form by checking the Class B Common Stock Only Election box, (B) the Company may issue Class B Common Stock in lieu of Class A Common Stock if, in the Company’s sole and absolute discretion, which shall be final, conclusive and binding, the issuance of Class B Common Stock in lieu of Class A Common Stock is necessary to comply with the 4.99% Rule (as defined below), (C) the Company shall issue up to 4.99% of the outstanding Class A Common Stock to an exercising Holder and such exercising Holder shall retain its remaining Series 1 Warrants if the exercising Holder has elected the Class A Common Stock and Warrant Election on its Exercise Form, and (D) the Company shall deliver or cause to be delivered any shares of Common Stock issued upon exercise of Warrants by a Term Loan Holder in the form of Restricted Stock if such Holder has so elected on its Exercise Form. For the avoidance of doubt, the Company will limit the number of shares of Class A Common Stock issued to any Holder upon the exercise of Warrants in order to prevent such Holder from holding in excess of 4.99% of the outstanding Class A Common Stock unless such Holder has been identified on the FCC Long Form Application or the Company has determined in its sole and absolute discretion that the holding by such Holder of in excess of 4.99% of the outstanding Class A Common Stock would not violate the Act, FCC Rules or the FCC Restrictions (the “4.99% Rule”).
Sample 1

Related to Pre-Exchange Period

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • Change in Control Period “Change in Control Period” means the period of time beginning three (3) months prior to and ending twelve (12) months following a Change in Control.

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • The Share Exchange Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined):

  • Termination Apart from Change of Control In the event the Employee’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s (or any subsidiary’s) then existing severance and benefits plans or pursuant to other written agreements with the Company.

  • Change in Control Termination For purposes of this Agreement, a “Change in Control Termination” means that while this Agreement is in effect:

  • Change of Control Period “Change of Control Period” means the period beginning on the date three (3) months prior to, and ending on the date that is twelve (12) months following, a Change of Control.

  • Termination Apart from a Change of Control If the Employee's employment with the Company terminates other than as a result of an Involuntary Termination within the twelve (12) months following a Change of Control, then the Employee shall not be entitled to receive severance or other benefits hereunder, but may be eligible for those benefits (if any) as may then be established under the Company's then existing severance and benefits plans and policies at the time of such termination.

  • Exchange Closing 2.1. The closing of the Exchange (the “Exchange Closing”) shall take place at such place as the Closing of the transactions contemplated by the Merger Agreement and contemporaneously with the consummation of the Merger pursuant to the Merger Agreement.

  • After a Change in Control (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death.

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