Recapitalization Payment Sample Clauses

Recapitalization Payment. At the Closing, the Company shall pay to the Designee an aggregate amount of $66,000,000 (the “Recapitalization Payment”). The Recapitalization Payment shall be paid through a reduction in the exercise price paid for the Series B Warrants described in Section 1.1(c). For U.S. federal income tax purposes, the Parties agree that the Recapitalization Payment shall be treated as an adjustment to the exercise price of the Series B Warrants and the Parties shall report in a manner consistent with such treatment. If Stockholder Approval for the conversion of the Preferred Stock is not obtained, the Recapitalization Payment will be reduced by $12,700,000.