Preferred Warrants. The Company shall issue $8 million in warrant coverage on the first $8 million of Convertible Preferred Stock purchased for cash (the
Preferred Warrants. Buyer shall not assume any Preferred Warrants. Upon the terms and subject to the conditions set forth in this Agreement, the Company will take all action necessary to cause the each Preferred Warrant to be exercised prior to the Effective Time and to cause the outstanding Preferred Warrants issued and outstanding at the Effective Time to be automatically canceled and terminated as of the Effective Time without consideration such that the each holder of a Preferred Warrant (each, a “Preferred Warrantholder” ) shall cease to have any rights with respect thereto.
Preferred Warrants. The Company shall issue $8 million in warrant coverage on the first $8 million of Convertible Preferred Stock purchased for cash (the "PREFERRED STOCK WARRANTS"). Preferred Stock Warrants shall not be issued upon conversion of notes, exercise of warrants, or other conversion or exercise. The number of shares issuable upon exercise of warrants to be so issued shall be determined on the basis of $0.10 per share (subject to adjustment for stock splits, stock dividends and the like), and the aggregate number of shares for which the holders of Preferred Stock Warrants shall be able to exercise such Warrants shall therefore be 80,000,000 shares. The exercise price of such Preferred Stock Warrants shall be the lesser of $0.10 per share (subject to adjustment for stock splits, stock dividends and the like) and a 35% discount to the average closing price during the twenty trading days prior to the first closing of the sale of Convertible Preferred Stock; provided, however that in no event will the exercise price be less than $0.04 per share (subject to adjustment for stock splits, stock dividends and the like). The exercise period shall commence upon issuance of the Preferred Stock Warrants, and shall continue for a period of seven (7) years after their respective issuance dates.
Preferred Warrants. Subject to Section 2.9(h), at the Effective Time, each Company Warrant to purchase shares of Company Preferred Stock that is vested, outstanding and unexercised immediately prior to the Effective Time (after giving effect to any vesting that is contingent upon the Merger) (an “Outstanding Preferred Warrant”) shall be cancelled and the holder thereof shall be entitled to receive for each share of Company Preferred Stock subject to such Outstanding Preferred Warrant:
Preferred Warrants. In connection with the Merger, prior to the Effective Time, each Preferred Warrant shall be exercised in accordance with its terms so that effective at the Effective Time, there shall be no unexercised Preferred Warrants.
Preferred Warrants. PRIMEDIA shall issue to the Purchaser at the Closing a warrant to purchase 2,620,000 Common Shares at an exercise price of $7 per Common Share, subject to adjustment, which warrant shall be substantially in the form of Exhibit A hereto. In addition, if any shares of the Purchaser Preferred Shares are outstanding on any of the dates set forth below, PRIMEDIA shall issue to the Purchaser on such date a warrant to purchase the number of Common Shares set forth opposite such date at an exercise price of $7 per Common Share, which warrant shall be substantially in the form of Exhibit A hereto: The Purchaser Preferred Shares, the Common Shares, the Purchaser Notes, and the warrants are hereinafter referred to collectively as the "Purchaser Securities".
Preferred Warrants. PRIMEDIA shall issue to the Purchaser at the Closing a warrant to purchase 2,620,000 Common Shares at an exercise price of $7 per Common Share, subject to adjustment, which warrant shall be substantially in the form of Exhibit A hereto. In addition, if any shares of the Purchaser Preferred Shares are outstanding on any of the dates set forth below, PRIMEDIA shall issue to the Purchaser on such date a warrant to purchase the number of Common Shares set forth opposite such date at an exercise price of $7 per Common Share, which warrant shall be substantially in the form of Exhibit A hereto: Date Number of Shares ---- ---------------- Three Months from Closing 250,000 Six Months from Closing 1,000,000 Nine Months from Closing 1,250,000 First Anniversary of Closing 1,500,000 The Purchaser Preferred Shares, the Common Shares, the Purchaser Notes, and the warrants are hereinafter referred to collectively as the "Purchaser Securities".
Preferred Warrants. USHG agrees to sell to each Purchaser, on the Closing Date, Preferred Warrants to purchase the percentage of the Trust's Fully-Diluted Preferred Securities set forth opposite such Purchaser's name on Exhibit A hereto. The Preferred Warrants issued pursuant hereto shall be exercisable for an aggregate of not less than three and three quarters percent (3.75%) of the Trust's Fully-Diluted Preferred Securities. The Preferred Warrants shall be issued pursuant to this Agreement and the Preferred Warrant Agreement. Each Preferred Warrant shall be substantially in the form of Exhibit A to the Preferred Warrant Agreement, with the blanks appropriately filled in conformity herewith, and shall be dated the Closing Date.
Preferred Warrants. Prior to the Effective Time, the Target shall deliver to each holder of Preferred Warrants the Merger Notice. The Target and the Target Stockholder Representative shall use their reasonable best efforts, including allowing holders of Preferred Warrants to exercise their Preferred Warrants, so that, at the Effective Time, each Preferred Warrant shall be cancelled, in each case, in accordance with and pursuant to the terms of each such Preferred Warrant. In consideration of such cancellation, each holder of a Preferred Warrant cancelled in accordance with this Section 3.1(b)(ii) shall be entitled to receive in settlement of such Preferred Warrant as promptly as practicable following the Effective Time a cash payment from the Target Stockholder Representative, subject to any required withholding of taxes, equal to the product of (i) the total number of shares of Preferred Stock otherwise issuable upon exercise of such Preferred Warrant and (ii) the Per Share Merger Consideration less the applicable exercise price per share of Preferred Stock otherwise issuable upon exercise of such Preferred Warrant (the “Warrant Consideration”). Each outstanding Preferred Warrant not exercised by the holder thereof prior to the Effective Time shall be deemed from and after the Effective Time, for all corporate purposes, to evidence the Warrant Consideration payable by the Target Stockholder Representative as shall have been so converted pursuant to this Section 3.1(b)(ii). In no event shall Parent, or the Surviving Corporation after the Effective Date, have any responsibility with respect to the payment of any Warrant Consideration. Any holder of Preferred Warrants receiving the Warrant Consideration pursuant to this Section 3.1(b)(ii) shall be deemed to have exercised such Preferred Warrant and to be a Principal Target Stockholder for all purposes of this Agreement.
Preferred Warrants. In connection with our sale of Series A preferred stock and 8% senior subordinated unsecured convertible notes in 2012 and 2013, we sold to the purchasers 124,610 warrants to purchase common stock at an exercise price of $16.00 per share (the “Series A Preferred Warrants”). As of October 24, 2019, there were 70,231 Series A Preferred Warrants outstanding. The Series A Preferred Warrants have a seven-year term from their issuance dates, which occurred between July 10, 2012 and September 26, 2013. The exercise price of the Series A Preferred Warrants is subject to adjustment upon certain events. If we at any time while the Series A Preferred Warrants remain outstanding and unexpired shall declare a dividend or make a distribution on the outstanding common stock payable in shares of its capital stock, or split, subdivide or combine the common stock into a different number of securities of the same class, the exercise price for the Series A Preferred Warrants shall be proportionately decreased in the case of a dividend, split or subdivision or proportionately increased in the case of a combination. The Series A Preferred Warrants contained an anti-dilution provision that was eliminated upon the Company going public.
