Put Provision. Notwithstanding any other provision contained herein to the contrary, in the event that the Warrantholder has not fully exercised the Warrant and until the Corporation has raised Two Million, Five Hundred Thousand (US$ 2,500,000) United States Dollars in a PIPE financing, the Corporation, upon ten (10) business days prior written notice (the "Notice Period") to the Warrantholder, may demand that the Warrantholder exercise its rights with regard to all Warrant Shares and the Warrantholder must exercise all its rights or unexercised rights remaining under the Warrant prior to the expiration of the Notice Period and pay the total exercise price or if such exercise is not made or if only a partial exercise is made, the Company may seek monetary damages for breach of this Section 14 or terminate this Warrant or the remaining rights hereunder. This Put Provision may be exercised by the Corporation no earlier than sixty (60) days post closing of the Merger Agreement.
Put Provision. Upon a Change of Control, any Holder of Notes will have the right to cause the Company to repurchase all or any part of the Notes of such Holder at a repurchase price equal to 101% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture.
Put Provision. Without prejudice to any other provisions of this Warrant, upon the earliest to occur of (i) the satisfaction in full of the Debentures, (ii) the consummation of a Change of Control Transaction or (iii) the occurrence, and during the continuance, of an Event of Default, and, each case, at any time during the thirty (30) Trading Days immediately thereafter, Holder may, at its sole option, elect (such right, the “Put Right”) to require the Company to redeem up to the portion of this Warrant corresponding to shares of Common Stock issuable upon exercise of this Warrant (“Underlying Shares”) from the Holder for a purchase price equal to $1.00 (subject to appropriate adjustment for any stock split, stock dividend, stock combination, reverse stock split or similar event) per Underlying Share (the “Put Price”) by delivering of a written notice to the Company (the “Put Notice”). The Put Price shall be due and in payable in cash within three (3) Trading Days after the Company’s receipt of a valid Put Notice.
Put Provision. Each holder of Warrants has the right to require the Company to purchase all (but not less than all) of such holder's Warrants upon written notice to the Company after the occurrence of both: (i) the payment in full of all outstanding Notes whether at maturity or pursuant to an earlier redemption or repurchase and (ii) the payment in full of all outstanding Second Mortgage Notes whether at maturity or pursuant to an earlier redemption or repurchase. The purchase price that the Company shall pay in cash (by wire transfer or check, in either case, as specified in such notice) for each share of Common Stock (or Common Stock Equivalent) issuable upon the exercise of all of such holder's Warrants shall equal (A) (i) (x) 6.0 multiplied by (y) the Company's EBITDA, in each case for the four fiscal quarters immediately preceding such purchase for which internal financial statements are available, minus (ii) the Company's Funded Debt, minus (iii) the liquidation preference value of any of the Company's outstanding preferred stock plus (iv) the cash to be received by the Company upon the exercise of any Common Stock Equivalents having an exercise price less than the Fair Value of such Common Stock divided by (B) the Fully Diluted Number on the date of such purchase immediately prior to giving effect to such purchase. Such purchase shall be made by the Company at any time during the 180 days following the date of such written notice provided by such holder.
Put Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if, during the period commencing on the 31st Trading Day following the Issue Date and ending on August 10, 2009 (i) the VWAP for each of at least 4 out of 5 consecutive Trading Days during such period (such 5 Trading Day period, the “Measurement Period”) exceeds $1.30 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the daily volume for each Trading Day during such Measurement Period exceeds $175,000 and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for the mandatory exercise of up to ______1 Warrant Shares for which a Notice of Exercise has not yet been delivered (such right, a “Put”). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “Put Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Put are satisfied from the period from the date of the Put Notice through and including the Put Date (as defined below), then any portion of this Warrant subject to such Put Notice for which a Notice of Exercise shall not have been received by the Put Date must be exercised by the Holder on or before 6:30 p.m. (New York City time) on the fifth Trading Day after the date the Put Notice is received by the Holder (such date and time, the “Put Date”). Any unexercised portion of this Warrant to which the Put Notice does not pertain will be unaffected by such Put Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Put Notice that are tendered through 6:30 p.m. (New York City time) on the Put Date. The parties agree that any Notice of Exercise delivered following a Put Notice which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Put Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Put Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the P...
Put Provision. Subject to no material adverse change in the working capital, financial condition, assets, liabilities or business prospects of the Corporation, and notwithstanding any other provision contained herein to the contrary, in the event that the Corporation raises One Million, Five Hundred Thousand (US$ 1,500,000) United States Dollars in a PIPE financing and all of the Warrant Shares issuable hereunder are registered pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement), the Corporation, upon ten (10) business days prior written notice (the "Notice Period"), to the Warrantholder, may demand that the Warrantholder exercise its rights with regard to all Warrant Shares and the Warrantholder must exercise its rights prior to the expiration of the Notice Period or if such exercise is not made or if only a partial exercise is made, any and all rights to further exercise rights to acquire Warrant Shares hereunder shall cease upon the expiration of the Notice Period. This Call Provision may be exercised by the Corporation no earlier than sixty (60) days post closing of the Purchase Agreement.
Put Provision. Without prejudice to any other provisions of this Warrant, upon the satisfaction in full of the Promissory Note, or at any time during the thirty (30) Trading Days immediately thereafter, Holder may, at its sole option, elect (such right, the “Put Right”) to require the Company to redeem any unexercised portion of this Warrant (“Underlying Shares”) from the Holder for a purchase price equal to $2.00 (subject to appropriate adjustment for any stock split, stock dividend, stock combination, reverse stock split or similar event) per Underlying Share (the “Put Price”) by delivering of a written notice to the Company (the “Put Notice”). The Put Price shall be due and in payable in cash within three (3) Trading Days after the Company’s receipt of a valid Put Notice.
Put Provision. In the event of a Change of Control or a Delisting (each as hereinafter defined), each Holder shall have the right, at its option, to require the Company to purchase all or any portion of such Holder's Bonds at a price equal to the greater of (a) the Current Market Price per share of Common Stock (determined with reference to the date described in the following clause (i) or (ii), as applicable) multiplied by the number of shares of Common Stock into which the aggregate principal amount of such Bonds is convertible at the Conversion Price in effect on (i) in the event of a merger or consolidation described in clause (d)(i) or (d)(ii) of the definition of Change of Control set forth below, the earlier of (A) the date of execution of the definitive merger or consolidation agreement in respect of such merger or consolidation and (B) the date any of the principal terms of such merger or consolidation are publicly announced or (ii) in the event of any other Change of Control, the date such Change of Control occurs, and (b) the Redemption Price in effect on the date of such event, plus accrued and unpaid interest to the Purchase Date, as provided in, and subject to the terms of, the Indenture.
A " Change of Control" shall be deemed to have occurred if and at the time that:
(a) any Person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act), other than Current Management (which for purposes of this clause (a) shall include any Person to whom Current Management may transfer Common Stock pursuant to SECTION 1401 of the Indenture) or their Affiliates, is or becomes the beneficial owner, directly or indirectly, of outstanding shares of stock of the Company entitling such Person or Persons to exercise 50% or more of the total voting power of all classes of stock of the Company entitled to vote in the election of directors (the term "beneficial owner" shall be determined in accordance with Rules 13d-3 and 13d-5 promulgated by the Commission under the Exchange Act);
(i) Current Management (including their Affiliates, other than the Company, and any Person to whom Current Management may transfer Common Stock pursuant to SECTION 1401 of the Indenture) cease to be the beneficial owner, directly or indirectly, in the aggregate, of shares of Common Stock having a fair market value (based on the most recent Closing Price per share of the Common Stock) of at least $12,500,000; (ii) any member of Current Management ceases to be a director or executive officer...
Put Provision. If and whenever a Change of Control or a Delisting shall occur, each Holder shall have the right, at its option, to require the Company to purchase all or any portion of such Holder's Bonds at a cash price (the "Purchase Price") equal to the greater of (i) the Current Market Price per share of Common Stock (determined with reference to the date described in the following clause (i) or (ii), as applicable) multiplied by the number of shares of Common Stock into which the aggregate principal amount of such Bonds is convertible at the Conversion Price in effect on (A) in the event of a merger or consolidation described in clause (d)(i) or (d)(ii) of the definition of Change of Control set forth in Paragraph 4 of the Bonds, the earlier of (1) the date of execution of the definitive merger or consolidation agreement in respect of such merger or consolidation and (2) the date any of the principal terms of such merger or consolidation are publicly announced or (B) in the event of any other Change of Control, the date such Change of Control occurs, and (ii) the Redemption Price in effect on the date of such event, together with all accrued and unpaid interest to the Purchase Date, in accordance with this SECTION 1207.
Put Provision. To the extent the Company does not fully exercise its Call right on any applicable Redemption Date under Paragraph 2.2(b)(iii)(b) above, the Target Stockholder will have the right to require the Company to redeem and purchase up to 600,000 Company Shares for a per share purchase price of $1.00 as follows: (i) up to 300,000 Company Shares on the First Redemption Date, and (ii) up to 300,000 Company Shares on the Second Redemption Date. The Target Stockholder’s election to exercise its Put must be by notice in writing along with the stock certificate representing the Company shares subject to the Put along with executed stock powers, in form and substance reasonably satisfactory to the Company, for purposes of assigning and transferring all of their right, title and interest in and to the Company Shares subject to the Put (“Notice of Redemption”). The Notice of Redemption must be sent at least twenty (20) days prior to the applicable Redemption Date. If the Notice of Redemption is not sent in the manner prescribed hereunder, the former Target Stockholder foregoes its right to the to the Put for the applicable Redemption Date. . If the Notice of Redemption is sent (with the stock certificate and instruments of transfer) as prescribed under this Section, the Redemption Amount shall be paid in good funds to the former Target Stockholder on the Applicable Redemption Date.
