Redemption Events. The following are "Redemption Events" under ----------------- ----------------- this Section 6(f): (A) any Change of Control or (B) any suspension from listing or delisting of the Common Stock from the Nasdaq or any Subsequent Market on which the Common Stock is listed for a period of five consecutive days. On and after the date of any Redemption Event, the Registered Owner shall have the option to require the Company to redeem (the "Redemption Right"), for a period ---------------- of thirty (30) days after the Registered Owner receives notice of Redemption Event, in cash within 10 days of the Redemption Event, the Registered Owner's shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such Registered Owner's Warrant at a price per share equal to the product of (i) the amount by which, if any, the Average Price immediately preceding the latest of the effective date, the date of the closing, date of occurrence or the date of the announcement, as the case may be, of the Redemption Event triggering such Redemption Right exceeds the Exercise Price and (ii) the number of shares of Common Stock issuable upon exercise of the Warrant immediately prior to such Redemption Event. After the occurrence of (A), the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event; the Registered Owner shall be entitled upon such event to receive such amount of securities, cash or property as if the Registered Owner had exercised the Warrant of the shares of the Common Stock issuable upon exercise of the Warrant immediately prior to such Redemption Event (without taking into account any limitations or restrictions on the exercise of the Warrant). In the case of a transaction specified in (A) in which holders of the Company's Common Stock receive cash, the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for such number of shares of the surviving company equal to the amount of cash into which the Warrant is exercisable divided by the fair market value of the shares of the surviving company on the effective date of the merger. In the case of (A), the Company shall not effect any such Redemption Event unless, prior to the consummation thereof, each Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrant as provided herein shall assume, by written instrument delivered and reasonably satisfactory to, the Registered Owner, (a) the obligations of the Company under the Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Warrant), (b) the obligations of the Company under the Purchase Agreement, the Warrant and the Registration Rights Agreement, and (c) the obligation to deliver to the Registered Owner such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 6(f), the Registered Owner may be entitled to receive. Nothing in this Section 6(f) shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Purchase Agreement. This provision shall similarly apply to successive Redemption Events.
Appears in 2 contracts
Samples: Warrant Agreement (Satcon Technology Corp), Stock Purchase Warrant (Satcon Technology Corp)
Redemption Events. The following are "Redemption Events" under ----------------- ----------------- this Section 6(f): (A) any Change of Control or (B) any suspension from listing or delisting of the Common Stock from the Nasdaq or any Subsequent Market on which the Common Stock is listed for a period of five consecutive days. On and after the date of any Redemption Event, the Registered Owner shall have the option to require the Company to redeem (the "Redemption Right"), for a period ---------------- of thirty (30) days after the Registered Owner receives notice of Redemption Event, in cash within 10 days of the Redemption Event, the Registered Owner's shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such Registered Owner's Warrant at a price per share equal to the product of (i) the amount by whichThe Corporation may, if anyat any time and from time to time, the Average Price immediately preceding the latest redeem all or any portion of the effective dateshares of Series A Preferred Stock then outstanding; provided, that any such redemption shall be on a pro rata basis among the date holders of the closing, date of occurrence or the date of the announcement, as the case may be, of the Redemption Event triggering such Redemption Right exceeds the Exercise Price and (ii) Series A Preferred Stock in accordance with the number of shares of Common Series A Preferred Stock issuable upon exercise then held by such holders.
(ii) Concurrently with and as a condition to the consummation of a Change of Control, the Corporation shall repurchase all Series A Preferred Stock then outstanding.
(iii) In the event of a Qualifying Equity Sale, the Corporation shall, as promptly as practicable (but in any event within three (3) Business Days of the Warrant immediately prior to consummation of such Redemption Event. After the occurrence of (AQualifying Equity Sale), the Registered Owner shall have the right at his or its option, in lieu use all of the Redemption Right, Net Cash Proceeds from such Qualifying Equity Sale to exercise redeem the Warrant for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event; the Registered Owner shall be entitled upon such event to receive such amount of securities, cash or property as if the Registered Owner had exercised the Warrant of the shares of the Common Stock issuable upon exercise of the Warrant immediately prior to such Redemption Event (without taking into account any limitations or restrictions on the exercise of the Warrant). In the case of a transaction specified in (A) in which holders of the Company's Common Stock receive cash, the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for such maximum number of shares of Series A Preferred Stock that are redeemable from such Net Cash Proceeds from such Qualifying Equity Sale at the surviving company equal to Redemption Price (as defined below) per share; provided that any such redemption shall be on a pro rata basis among the amount holders of cash into which Series A Preferred Stock in accordance with the Warrant is exercisable divided by the fair market value number of the shares of the surviving company on the effective date of the merger. Series A Preferred Stock then held by such holders.
(iv) In the case event of (A)a Significant Disposition, the Company shall not effect Corporation shall, as promptly as practicable (but in any such Redemption Event unless, prior to the consummation thereof, each Person event within three (other than the Company3) which may be required to deliver any stock, securities, cash or property upon the exercise Business Days of the Warrant as provided herein shall assume, by written instrument delivered and reasonably satisfactory to, the Registered Owner, (a) the obligations of the Company under the Warrant (and if the Company shall survive the consummation of such transactionSignificant Disposition), use all of the Net Cash Proceeds from such assumption Significant Disposition to redeem the maximum number of shares of Series A Preferred Stock that are redeemable from such Net Cash Proceeds from such Significant Disposition at the Redemption Price per share; provided that (x) any such redemption shall be in addition to, and shall not release on a pro rata basis among the Company from, any continuing obligations holders of the Company under this Warrant), (b) the obligations of the Company under the Purchase Agreement, the Warrant and the Registration Rights Agreement, and (c) the obligation to deliver to the Registered Owner such shares of stock, securities, cash or property as, Series A Preferred Stock in accordance with the foregoing provisions number of shares of Series A Preferred Stock then held by such holders and (y) if any portion of the consideration from such Significant Disposition is not in the form of cash consideration, then for purposes of this Section 6(f), the Registered Owner may be entitled to receive. Nothing in this Section 6(fclause (iv) any such non-cash consideration shall be deemed included in the calculation of Net Cash Proceeds as and when converted to authorize the Company to enter into any transaction not otherwise permitted by the Purchase Agreement. This provision shall similarly apply to successive Redemption Eventscash.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (M III Acquisition Corp.), Agreement and Plan of Merger (M III Acquisition Corp.)
Redemption Events. The following are "Redemption Events" under ----------------- ----------------- this Section 6(f): (A) any Change of Control In case one or (B) any suspension from listing or delisting more of the Common Stock from following events, each a redemption event, shall have occurred:
(a) If the Nasdaq or any Subsequent Market on which the Common Stock is listed for Corporation fails to have a period registration statement effective within one hundred fifty (150) days of five consecutive days. On and after the date of any Redemption Eventthe Stock Purchase Agreement, the Registered Owner shall have at the option to require the Company to redeem (the "Redemption Right"), for a period ---------------- of thirty (30) days after the Registered Owner receives notice of Redemption Event, in cash within 10 days of the Redemption Event, Purchaser; or
(b) failure to deliver the Registered Owner's shares of Common Stock immediately theretofore acquirable and receivable required to be delivered upon the exercise of such Registered Owner's Warrant at a price per share equal to the product of (i) the amount by which, if any, the Average Price immediately preceding the latest conversion of the effective date, shares of Series A Preferred Stock in the date manner and at the time required by Section 5 of the closing, date of occurrence or the date Securities Purchase Agreement; or
(c) failure of the announcement, as the case may be, of the Redemption Event triggering such Redemption Right exceeds the Exercise Price and (ii) Corporation to have authorized the number of shares of Common Stock issuable upon exercise of the Warrant immediately prior to such Redemption Event. After the occurrence of (A), the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event; the Registered Owner shall be entitled upon such event to receive such amount of securities, cash or property as if the Registered Owner had exercised the Warrant conversion of the shares of the Common Series A Preferred Stock issuable upon or exercise of the Stock Purchase Warrants (as defined in the Securities Purchase Agreement), including conversion of any shares of Series A Preferred Stock or exercise of any Stock Purchase Warrants, issuable upon conversion of the Supplemental Warrant immediately (as defined in the Securities Purchase Agreement); or
(d) failure on the part of the Corporation to duly observe or perform any of the provisions of this Certificate of Designations or any of its other covenants or agreements contained in the Securities Purchase Agreement, or to cure any material breach in a material representation or covenant contained in the Securities Purchase Agreement or the Registration Rights Agreement for a period of ten (10) days after the date on which written notice of such failure or breach requiring the same to be remedied has been given by a registered holder of shares of Series A Preferred Stock to the Corporation; or
(e) a decree or order by a court having jurisdiction has been entered adjudging the Corporation (or any Material Subsidiary) a bankrupt or insolvent, or approving a petition seeking reorganization of the Corporation (or any Material Subsidiary) under any applicable bankruptcy law and such decree or order has continued undischarged or unstayed for a period of sixty (60) days; or a decree or order of a court having jurisdiction for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Corporation (or any Material Subsidiary) or of all or substantially all of its property, or for the winding-up or liquidation of its affairs, has been entered, and has remained in force undischarged or unstayed for a period of sixty (60) days; or
(f) the Corporation (or any Material Subsidiary) institutes proceedings to be adjudicated a voluntary bankrupt, or consents to the filing of a bankruptcy proceeding against it, or files a petition or answer or consent seeking reorganization under applicable law, or consents to the filing of any such petition or to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of it or of all or substantially all of its property, or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due; or if the Corporation (or any Material Subsidiary) shall suffer any writ of attachment or execution or any similar process to be issued or levied against it or any significant part of its property which is not released, stayed, bonded or vacated within sixty (60) days after its issue or levy; or if the Corporation (or any Material Subsidiary) takes corporate action in furtherance of any of the aforesaid purposes or conditions; or
(g) If any default shall occur under any indenture, mortgage, agreement, instrument or commitment evidencing or under which there is at the time outstanding any indebtedness of the Corporation (or a Material Subsidiary, as hereinafter defined), in excess of $50,000, or which results in such indebtedness, in an aggregate amount (with other defaulted indebtedness) in excess of $50,000 becoming due and payable prior to its due date and if such indenture or instrument so requires, the holder or holders thereof (or a trustee on their behalf) shall have declared such indebtedness due and payable; or
(h) If any of the Corporation or its subsidiaries shall default in the observance or performance of any material term or provision of a material agreement to which it is a party or by which it is bound, and such default is not waived or cured within the applicable grace period; or
(i) If a final judgment which, either alone or together with other outstanding final judgments against the Corporation and its subsidiaries, exceeds an aggregate of $50,000 shall be rendered against the Corporation (or any Material Subsidiary) and such judgment shall have continued undischarged or unstayed for thirty (30) days after entry thereof; or
(j) If there shall occur a Change in Control of the Corporation (as defined below). Nothing in this subsection shall limit the right of a holder of Series A Preferred Stock to convert their shares of Series A Preferred Stock on or prior to such Redemption Event (without taking into account any limitations or restrictions on the exercise of the Warrant)Change in Control. In the case of For purposes hereof, a transaction specified "Change in Control" shall be deemed to have occurred if (A) any person or group (as defined for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) shall have become the beneficial owner or owners of more than 50% of the outstanding voting stock of the Corporation; (B) there shall have occurred a merger or consolidation in which the Corporation or an affiliate of the Corporation is not the survivor or in which holders of the Company's Common Stock of the Corporation shall have become entitled to receive cash, securities of the Registered Owner Corporation other than voting common stock or securities of any other person; (C) at any time persons constituting the Existing Board of Directors cease for any reason whatsoever to constitute at least a majority of the members of the Board of Directors of the Corporation; or (D) there shall have occurred a sale of all or substantially all the right at his or its option, in lieu assets of the Redemption RightCorporation. For purposes hereof, to exercise the Warrant for such number term "Existing Board of shares Directors" shall mean the persons constituting the Board of Directors of the surviving company equal Corporation on the date hereof, together with each new director whose election, or nomination for election by the Corporation's stockholders is approved by a vote of the majority of the members of the Existing Board of Directors who are in office immediately prior to the amount election or nomination of cash into which such director. then, and in each and every such case, so long as such redemption event has not been remedied, the Warrant is exercisable divided by the fair market value holders of not less than fifty-one percent (51%) of the shares of Series A Preferred Stock then outstanding, by notice in writing to the surviving company on Corporation (the effective date of such notice the merger. In "Redemption Notice Date"), may demand that the case Corporation redeem, and the Corporation shall redeem, each share of Series A Preferred Stock then outstanding at a price per share equal to one hundred twenty-five percent (125%) of the sum of (A), x) the Company shall not effect any Stated Value and (y) the aggregate accrued and unpaid dividends on such Redemption Event unless, prior to the consummation thereof, each Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrant as provided herein shall assume, by written instrument delivered and reasonably satisfactory to, the Registered Owner, (a) the obligations of the Company under the Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Warrant), (b) the obligations of the Company under the Purchase Agreement, the Warrant and the Registration Rights Agreement, and (c) the obligation to deliver to the Registered Owner such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 6(f), the Registered Owner may be entitled to receive. Nothing in this Section 6(f) shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Purchase Agreement. This provision shall similarly apply to successive Redemption Events.Notice Date
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cybertel Communications Corp), Securities Purchase Agreement (Cybertel Communications Corp)
Redemption Events. The following are "Redemption Events" under ----------------- ----------------- this Section 6(f): (A) any Change of Control or (B) any suspension from listing or delisting of the Common Stock from the Nasdaq or any Subsequent Market on which the Common Stock is listed for a period of five consecutive days. On and after the date of any Redemption Event, the Registered Owner shall have the option to require the Company to redeem (the "Redemption Right"), for a period ---------------- of thirty (30) days after the Registered Owner receives notice of Redemption Event, in cash within 10 days of the Redemption Event, the Registered Owner's shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such Registered Owner's Warrant at a price per share equal to the product of (i) the amount by whichThe Corporation may, if anyat any time and from time to time, the Average Price immediately preceding the latest redeem all or any portion of the effective dateshares of Series B Preferred Stock then outstanding at the Optional Redemption Price per share; provided, that any such redemption shall be on a pro rata basis among the date holders of the closing, date of occurrence or the date of the announcement, as the case may be, of the Redemption Event triggering such Redemption Right exceeds the Exercise Price and (ii) Series B Preferred Stock in accordance with the number of shares of Common Series B Preferred Stock issuable upon exercise then held by such holders.
(ii) On February 15, 2025, the Corporation shall redeem all shares of Series B Preferred Stock then outstanding at the Mandatory Redemption price per share.
(iii) Concurrently with and as a condition to the consummation of a Change of Control, subject to the prior repayment in full of the Warrant immediately prior obligations under the Credit Agreement as required pursuant to the terms thereof, the Corporation shall repurchase all Series B Preferred Stock then outstanding at the Optional Redemption Price per share.
(iv) In the event of a Qualifying Equity Sale, the Corporation shall, as promptly as practicable (but in any event within three (3) Business Days of the consummation of such Redemption Event. After the occurrence of (AQualifying Equity Sale), the Registered Owner shall have the right at his or its option, in lieu use all of the Redemption Right, Net Cash Proceeds from such Qualifying Equity Sale to exercise redeem the Warrant for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event; the Registered Owner shall be entitled upon such event to receive such amount of securities, cash or property as if the Registered Owner had exercised the Warrant of the shares of the Common Stock issuable upon exercise of the Warrant immediately prior to such Redemption Event (without taking into account any limitations or restrictions on the exercise of the Warrant). In the case of a transaction specified in (A) in which holders of the Company's Common Stock receive cash, the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for such maximum number of shares of Series B Preferred Stock that are redeemable from such Net Cash Proceeds from such Qualifying Equity Sale at the surviving company equal to Optional Redemption Price per share; provided that any such redemption shall be on a pro rata basis among the amount holders of cash into which Series B Preferred Stock in accordance with the Warrant is exercisable divided by the fair market value number of the shares of Series B Preferred Stock then held by such holders; provided, further, that the surviving company on the effective date of the merger. In the case of (A), the Company Corporation shall not effect any such Redemption Event unless, prior to the consummation thereof, each Person (other than the Company) which may be required to deliver effect any stock, securities, cash redemption pursuant to this clause (iv) unless such redemption is not prohibited by the Credit Agreement (or property upon any credit facility that refinances or replaces the exercise Credit Agreement so long as any such credit facility that refinances or replaces the Credit Agreement or any amendment of the Warrant Credit Agreement after the date hereof is not more restrictive than the Credit Agreement as provided herein shall assume, by written instrument delivered and reasonably satisfactory toin effect on the date hereof with respect to such redemptions).
(v) In the event of a Significant Disposition, the Registered OwnerCorporation shall, as promptly as practicable (abut in any event within three (3) the obligations Business Days of the Company under the Warrant (and if the Company shall survive the consummation of such transactionSignificant Disposition), use all of the Net Cash Proceeds from such assumption Significant Disposition to redeem the maximum number of shares of Series B Preferred Stock that are redeemable from such Net Cash Proceeds from such Significant Disposition at the Optional Redemption Price per share; provided that (x) any such redemption shall be in addition to, and shall not release on a pro rata basis among the Company from, any continuing obligations holders of the Company under this Warrant), (b) the obligations of the Company under the Purchase Agreement, the Warrant and the Registration Rights Agreement, and (c) the obligation to deliver to the Registered Owner such shares of stock, securities, cash or property as, Series B Preferred Stock in accordance with the foregoing provisions number of shares of Series B Preferred Stock then held by such holders and (y) if any portion of the consideration from such Significant Disposition is not in the form of cash consideration, then for purposes of this Section 6(f), the Registered Owner may be entitled to receive. Nothing in this Section 6(fclause (iv) any such non-cash consideration shall be deemed included in the calculation of Net Cash Proceeds as and when converted to authorize cash; provided, further, that the Company Corporation shall not be required to enter into effect any transaction redemption pursuant to this clause (v) unless such redemption is not otherwise permitted prohibited by the Purchase Agreement. This provision shall similarly apply Credit Agreement (or any credit facility that refinances or replaces the Credit Agreement so long as any such credit facility that refinances or replaces the Credit Agreement or any amendment of the Credit Agreement after the date hereof is not more restrictive than the Credit Agreement as in effect on the date hereof with respect to successive Redemption Eventssuch redemptions).
Appears in 2 contracts
Samples: Equity Commitment Agreement (Infrastructure & Energy Alternatives, Inc.), Equity Commitment Agreement (Infrastructure & Energy Alternatives, Inc.)
Redemption Events. The following are "Redemption Events" under ----------------- ----------------- this (i) Notwithstanding anything contained in Section 6(f): 5(a), (Ab) any Change of Control or (Bc) to the contrary, if at any suspension from listing or delisting of time there shall occur a Redemption Event, then on the Common Stock from the Nasdaq or any Subsequent Market on which the Common Stock date that is listed for a period of five consecutive days. On and thirty (30) Business Days after the date of such Redemption Event (or, if such day is not a Business Day, then the next Business Day thereafter) (the “ REDEMPTION EVENT DATE”), the Corporation shall either, as it may elect,
(1) redeem from each holder of Series A-X Preferred Stock, at a cash redemption price equal to the Redemption Price, as many of the Maximum Number of Redemption Event Shares as the holder may specify in a Redemption Event Notice (for each holder, such number of shares, the “DESIGNATED NUMBER OF REDEMPTION EVENT SHARES”), or
(2) exercise its rights pursuant to, and subject to all of the terms and provisions of, Section 6(a)(ii) to require the holder of the Series A-X Preferred Stock to convert the Designated Number of Redemption Event Shares; provided, however, that if and to the extent, as of the Redemption Event Date, the Corporation is prevented by the terms of Section 6(a)(ii)(B) from requiring the holder to convert shares of Series A-X Preferred Stock pursuant to Section 6(a)(ii)(A), then the Corporation shall, notwithstanding any election that it may otherwise have made pursuant to this Section 5(d)(i), redeem from each holder on the Redemption Event Date in accordance with clause (1) above such of the Designated Number of Redemption Event Shares as the Corporation is prevented by the terms of Section 6(a)(ii)(B) from requiring the holder to convert as of such date.
(ii) Within ten (10) Business Days after the occurrence of a Redemption Event, the Registered Owner Corporation shall have the option to require the Company to redeem (the "Redemption Right"), for a period ---------------- provide each holder of thirty (30) days after the Registered Owner receives Series A-X Preferred Stock with notice of Redemption Event, in cash within 10 days of the Redemption Event, the Registered Owner's shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such Registered Owner's Warrant at a price per share equal to the product of . The notice shall state:
(iA) the amount by which, if any, the Average Price immediately preceding the latest of the effective date, the date of such Redemption Event, and, briefly, the closing, date of occurrence or events causing such Redemption Event;
(B) the date of the announcement, as the case may be, of by which the Redemption Event triggering such Redemption Right exceeds the Exercise Price and Notice pursuant to this Section 5(d) must be given;
(iiC) the number of shares of Common Stock issuable upon exercise of the Warrant immediately prior to such Redemption Event. After the occurrence of (A), the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event; the Registered Owner shall be entitled upon such event to receive such amount of securities, cash or property as if the Registered Owner had exercised the Warrant of the shares of the Common Stock issuable upon exercise of the Warrant immediately prior to such Redemption Event Date;
(without taking into account any limitations D) the Maximum Number of Redemption Event Shares;
(E) the holder’s right to require the Corporation to redeem or restrictions on convert (at the exercise of the Warrant). In the case of a transaction specified in (ACorporation’s election) in which holders of the Company's Common Stock receive cash, the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for such number of shares of Series A-X Preferred Stock as would equal the surviving company equal Maximum Number of Redemption Event Shares;
(F) whether the Corporation is electing to redeem or exercise its rights to convert such Designated Number of Redemption Event Shares as may thereafter be specified by the holder (and in the event that the Corporation is electing to exercise its rights to convert such shares, the place or places where certificates for such shares are to be surrendered for issuance of certificates representing shares of Common Stock);
(G) the then-current Conversion Price and the then-current Corporation Conversion Price;
(H) that the Series A-X Preferred Stock that is the subject of redemption pursuant to a Redemption Event Notice may be converted into Common Stock pursuant to Section 6(a)(i) only to the amount of cash into which extent that the Warrant is exercisable divided by the fair market value of the shares of the surviving company on the effective date of the merger. In the case of (A), the Company shall not effect any such Redemption Event unless, prior to the consummation thereof, each Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrant as provided herein shall assume, by written instrument delivered and reasonably satisfactory to, the Registered Owner, (a) the obligations of the Company under the Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Warrant), (b) the obligations of the Company under the Purchase Agreement, the Warrant and the Registration Rights Agreement, and (c) the obligation to deliver to the Registered Owner such shares of stock, securities, cash or property as, Notice has been withdrawn in accordance with the foregoing provisions terms of this Certificate;
(I) the procedures that the holder must follow to exercise rights under this Section 6(f5(d), ; and
(J) the Registered Owner procedures for withdrawing a Redemption Event Notice.
(iii) The holder may be entitled to receive. Nothing exercise its rights specified in this Section 6(f5(d) by delivery to the Corporation of a written notice (a “REDEMPTION EVENT NOTICE”) at any time prior to the close of business on the Business Day next preceding the Redemption Event Date specifying the Designated Number of Redemption Event Shares. The holder may specify a Designated Number of Redemption Event Shares that is less than the Maximum Number of Redemption Event Shares only if the amount so designated is not less than one whole share. Notwithstanding anything herein to the contrary, the holder shall be deemed have the right to authorize withdraw any Redemption Event Notice in whole or in a portion thereof so long as the Company remaining Designated Number of Redemption Event Shares, if any, is not less than one whole share at any time prior to enter into any transaction not otherwise permitted the close of business on the Business Day next preceding the Redemption Event Date by written notice of withdrawal given to the Purchase Agreement. This provision shall similarly apply to successive Redemption EventsCorporation.
Appears in 1 contract
Redemption Events. The following are "Redemption Events" under ----------------- ----------------- this Section 6(f7(f): (A) any Change of Control or (B) any suspension from listing or delisting of the Common Stock from the Nasdaq or any Subsequent Market on which the Common Stock is listed for a period of five consecutive days. On and after the date of any Redemption Event, the Registered Owner shall have the option to require the Company to redeem (the "Redemption ---------- Right"), for a period ---------------- of thirty (30) days after the Registered Owner ----- receives notice of Redemption Event, in cash within 10 days and subject to the terms of the Redemption Eventpayment provisions set forth in Section 8, the Registered Owner's shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such Registered Owner's Warrant at a price per share equal to the product of (i) the amount by which, if any, the Average Price immediately preceding the latest of the effective date, the date of the closing, date of occurrence or the date of the announcement, as the case may be, of the Redemption Event triggering such Redemption Right exceeds the Exercise Price and (ii) the number of shares of Common Stock issuable upon exercise of the Warrant immediately prior to such Redemption Event. After the occurrence of (A), the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event; the Registered Owner shall be entitled upon such event to receive such amount of securities, cash or property as if the Registered Owner had exercised the Warrant of the shares of the Common Stock issuable upon exercise of the Warrant immediately prior to such Redemption Event (without taking into account any limitations or restrictions on the exercise of the Warrant). In the case of a transaction specified in (A) in which holders of the Company's Common Stock receive cash, the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for such number of shares of the surviving company equal to the amount of cash into which the Warrant is exercisable divided by the fair market value of the shares of the surviving company on the effective date of the merger. In the case of (A), the Company shall not effect any such Redemption Event unless, prior to the consummation thereof, each Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrant as provided herein shall assume, by written instrument delivered and reasonably satisfactory to, the Registered Owner, (a) the obligations of the Company under the Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Warrant), (b) the obligations of the Company under the Purchase Agreement, the Warrant Warrant, the Certificate of Designation, and the Registration Rights Agreement, and (c) the obligation to deliver to the Registered Owner such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 6(f7(f), the Registered Owner may be entitled to receive. Nothing in this Section 6(f7(f) shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Purchase Agreement. This provision shall similarly apply to successive Redemption Events.
Appears in 1 contract
Redemption Events. The In the event (each of the events described below after expiration of the applicable cure period (if any) being a “Redemption Event”) that any of the following occur without the prior approval (by vote or written consent, as provided by the DGCL) of the Requisite Holders, but only if such approval expressly specifies that the Requisite Holders signing the consent are "Redemption Events" consenting for purposes of this Article VII:
(i) the Corporation shall fail to observe or perform any covenant, condition or agreement contained in this Certificate of Designations or any of the Transaction Documents (as defined in the Securities Purchase Agreement) (including, without limitation, the failure to obtain approval (by vote or written consent, as provided by the DGCL) of the Requisite Holders under ----------------- ----------------- this Section 6(f): Article XII, but excluding those covenants referred to below in paragraphs (Aiii) any Change and (iv)), which failure is not cured within eight Trading Days after receiving notice of Control or such default sent by a holder of New Preferred Stock;
(Bii) any suspension from listing or delisting the failure of the Common Stock to be listed on a Trading Market for a period of 20 consecutive Trading Days;
(iii) the Corporation provides written notice (or otherwise indicates in writing) to any holder of New Preferred Stock, or states by way of public announcement distributed via a press release, at any time, of its intention not to issue shares of Common Stock to any holder of New Preferred Stock upon conversion in accordance with the terms of this Certificate of Designations (other than due to the circumstances contemplated by Article V, for which the holders shall have the remedies set forth in such Article), which notice or announcement is not rescinded within five Trading Days and provided that the Requisite Holders elect in writing to designate such event as a Redemption Event;
(iv) the Corporation shall fail to timely deliver the shares of Common Stock as and when required herein for any reason (not including because of the limitations set forth in Article IV.C.), which failure is not cured within ten Trading Days and provided that the Requisite Holders elect in writing to designate such event as a Redemption Event;
(v) any material representation or warranty made by the Corporation or any of its subsidiaries in the Securities Purchase Agreement shall prove to have been materially false or incorrect or breached in a material respect, in each case as of the date made, provided that the Corporation receives written notice of the breach or alleged falsity from any holder of Series C Preferred Stock within one year from the Nasdaq consummation of a Strategic Transaction and such breach or alleged falsity is not cured within five Trading Days of the receipt of such written notice;
(vi) the Corporation or any Subsequent Market on which of its subsidiaries shall (a) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets, (b) make a general assignment for the benefit of its creditors, (c) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (d) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally, (e) acquiesce in writing to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (f) issue a notice of bankruptcy or winding down of its operations or issue a press release regarding same, or (g) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing;
(vii) a proceeding or case shall be commenced in respect of the Corporation or any of its subsidiaries, without its application or consent, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets in connection with the liquidation or dissolution of the Corporation or any of its subsidiaries or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of 30 days or any order for relief shall be entered in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against the Corporation or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Corporation and shall continue undismissed, or unstayed and in effect for a period of 60 days;
(viii) the Corporation consummates a “going private” transaction and as a result the Common Stock is listed no longer registered under Sections 12(b) or 12(g) of the Exchange Act;
(ix) there shall be any SEC or judicial stop trade order or trading suspension stop-order or any restriction in place with the transfer agent for the Common Stock restricting the trading of such Common Stock for a period of 20 consecutive Trading Days;
(x) there shall be a determination by the SEC or the Corporation such that the Corporation’s representations, warranties or covenants set forth in Section 2.1(hh) of the Securities Purchase Agreement are breached or inaccurate, which breach or inaccuracy is not cured within five consecutive days. On and after Trading Days of such determination; or
(xi) the Corporation consummates a Change of Control; or
(xii) the Corporation shall not have consummated a Strategic Transaction by the date that is the nine months following the Closing Date (a “Nine Month Redemption Event”); then, upon (i) the occurrence of any such Redemption Event, and (ii) the Registered Owner affirmative election delivered to the Corporation by the Requisite Holders to permit a redemption in accordance with this paragraph (the “Redemption Trigger Notice”), each holder of shares of Series C Preferred Stock shall thereafter have the option by delivery of a notice (the “Redemption Event Notice”) to the Corporation prior to the Redemption Date (defined below) to require the Company Corporation to redeem (the "Redemption Right")for cash, for a period ---------------- out of thirty (30) days after the Registered Owner receives notice of Redemption Eventfunds legally available therefor, in cash within 10 days all of the Redemption Event, the Registered Owner's then outstanding shares of Common Series C Preferred Stock immediately theretofore acquirable and receivable upon the exercise held of record by such Registered Owner's Warrant at a price holder for an amount per share equal to the product Redemption Event Amount in effect at the time of (i) the amount by which, if anyredemption hereunder. Upon the Corporation’s receipt of any Redemption Trigger Notice hereunder, the Average Price Corporation shall immediately preceding (and in any event within one Trading Day following such receipt) deliver a written notice (a “Redemption Announcement”) to all holders of Series C Preferred Stock stating the latest date upon which the Corporation received such Redemption Trigger Notice. The Corporation shall not redeem any shares of Series C Preferred Stock during the effective datethree Trading Day period following the delivery of a required Redemption Announcement hereunder. At any time and from time to time during such three Trading Day period, each holder of Series C Preferred Stock may request (either orally or in writing) information from the Corporation with respect to the instant redemption (including, but not limited to, the aggregate number of shares of Series C Preferred Stock covered by Redemption Event Notices received by the Corporation) and the Corporation shall furnish (either orally or in writing) as soon as practicable such requested information to such requesting holder. On the fifth Trading Day following the date of the closing, date of occurrence or the date of the announcement, as the case may be, delivery of the Redemption Event triggering such Trigger Notice (the "Redemption Right exceeds Date”), the Exercise Price and (ii) the number Corporation shall, out of funds legally available therefor, redeem all shares of Common Series C Preferred Stock issuable upon exercise of subject to all Redemption Event Notices received by the Warrant immediately Corporation prior to such Redemption Eventdate. After For the avoidance of doubt: (A) the occurrence of (A), the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event; the Registered Owner shall be entitled upon such event to receive such amount of securities, cash or property as if the Registered Owner had exercised the Warrant of the shares of the Common Stock issuable upon exercise of the Warrant immediately prior to such a Redemption Event (without taking into account any limitations or restrictions on the exercise of the Warrant). In the case of a transaction specified in (A) in which holders of the Company's Common Stock receive cash, the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for such number of shares of the surviving company equal to the amount of cash into which the Warrant is exercisable divided by the fair market value of the shares of the surviving company on the effective date of the merger. In the case of (A), the Company shall not effect any such preclude the occurrence of one or more subsequent Redemption Events, and (B) if a Nine Month Redemption Event unlessshall occur and, prior to the consummation thereof, each Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise delivery of the Warrant as provided herein shall assume, by written instrument delivered and reasonably satisfactory toa Redemption Trigger Notice, the Registered OwnerCorporation consummates a Strategic Transaction, (a) then the obligations of the Company under the Warrant (and if the Company shall survive the consummation of such transaction, such assumption Nine Month Redemption Event shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Warrant), (b) the obligations of the Company under the Purchase Agreement, the Warrant waived and the Registration Rights Agreement, and (c) the obligation to deliver to the Registered Owner such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 6(f), the Registered Owner may be entitled to receive. Nothing in this Section 6(fredemption right under Article VII.A(xii) shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Purchase Agreement. This provision shall similarly apply to successive Redemption Eventsterminate.
Appears in 1 contract
Samples: Consent and Amendment Agreement (La Jolla Pharmaceutical Co)
Redemption Events. Except as provided in Sections 4(a)(i), 4(a)(ii), 4(a)(iii) and 4(a)(iv) below, the Convertible Preferred Shares may not be redeemed without the consent of the Holder of such shares. Redemption shall be effected upon the occurrence of one of the following events:
(i) Redemption at the Redemption Date. At the Redemption Date, the Company shall either (i) pay each Holder the Preference Amount (determined as of the Redemption Date) for such Holder, or (ii) deliver to each Holder the Parent Redemption Shares (determined as of the Redemption Date) for such Holder; provided, Company may not elect to deliver the Parent Redemption Shares (and therefore must pay the Preference Amount) unless such Shares are listed on a Qualified Exchange and are freely tradable subject only to the rules and regulations of the Qualified Exchange generally applicable to stock actively traded on the Qualified Exchange; provided further, that such Holder may reject any such payment of the Preference Amount or delivery of the Parent Redemption Shares and instead elect to convert its Convertible Preferred Shares into Common Shares pursuant to Section 7 hereof. The following are "Redemption Events" under ----------------- ----------------- Company shall provide five (5) Business Days prior written notice to the Holders of its election pursuant to this Section 6(f): 4(a)(i) to either pay the Preference Amount or to provide the Parent Redemption Shares, and the Holders shall have three (A3) any Change of Control or (B) any suspension from listing or delisting of the Common Stock Business Days from the Nasdaq or date it receives such notice from Company to elect to convert into Common Shares pursuant to Section 7 hereof. For purposes of clarification, if any Subsequent Market on which the Holder elects to convert to Common Stock is listed for a period of five consecutive days. On and after the date of any Redemption EventShares pursuant to Section 7 hereof, the Registered Owner Company shall not have the option to require of paying the Preference Amount or delivering Parent Redemption Shares. If either: (x) the Company fails to redeem make the election to either pay the Preference Amount or deliver the Parent Redemption Shares by the fifth Business Day prior to the Redemption Date, or (y) the "Company elects to deliver Parent Redemption Right"), for a period ---------------- of thirty Shares and fails to deliver Parent Redemption Shares within two (302) days Business Days after the Registered Owner receives notice Redemption Date, then the Company shall be deemed to have elected to pay the Preference Amount and such payment obligation of Redemption Eventthe Company shall be a senior obligation of the Company immediately due and payable in full. If the Preference Amount is payable and has not been paid in full, in cash within 10 days of addition to all other remedies, interest shall accrue thereon from the Redemption EventDate until paid in full at the rate of 15% per annum, payable immediately and compounded monthly from the Registered Owner's shares of Common Stock immediately theretofore acquirable and receivable upon Redemption Date until paid in full. If the exercise of such Registered Owner's Warrant at a price per share equal to the product of (i) the amount by which, if any, the Average Price immediately preceding the latest of the effective date, the date of the closing, date of occurrence Parent Redemption Shares or the date of the announcementCommon Shares, as the case may be, of are deliverable and the Company fails to deliver the Parent Redemption Shares or the Common Shares, as the case may be, to each Holder on the Redemption Event triggering Date, then (in addition to all other remedies) dividends payable on the Convertible Preferred Shares shall continue to accrue and shall be payable at the Dividend Default Rate until such Parent Redemption Right exceeds Shares or Common Shares, as the Exercise Price case may be, are so delivered and (ii) the number of shares of Parent Redemption Shares or Common Stock issuable upon exercise of the Warrant immediately prior to such Redemption Event. After the occurrence of (A)Shares, the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event; the Registered Owner shall be entitled upon such event to receive such amount of securities, cash or property as if the Registered Owner had exercised the Warrant of the shares of the Common Stock issuable upon exercise of the Warrant immediately prior to such Redemption Event (without taking into account any limitations or restrictions on the exercise of the Warrant). In the case of a transaction specified in (A) in which holders of the Company's Common Stock receive cashmay be, the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for such number of shares of the surviving company equal to the amount of cash into which the Warrant is exercisable divided by the fair market value of the shares of the surviving company on the effective date of the merger. In the case of (A), the Company shall not effect any such Redemption Event unless, prior to the consummation thereof, each Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrant as provided herein shall assume, by written instrument delivered and reasonably satisfactory to, the Registered Owner, (a) the obligations of the Company under the Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Warrant), (b) the obligations of the Company under the Purchase Agreement, the Warrant and the Registration Rights Agreement, and (c) the obligation to deliver to the Registered Owner such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 6(f), the Registered Owner may be entitled to receive. Nothing in this Section 6(f) shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Purchase Agreement. This provision shall similarly apply to successive Redemption Eventsincrease accordingly.
Appears in 1 contract
Samples: Share Purchase Agreement (Xinhua Finance Media LTD)
Redemption Events. The following are "Redemption Events" under ----------------- ----------------- Series A Stock of a holder thereof and any Common Stock issued upon the conversion of the Series A Stock (the “Converted Common Stock”) of a holder thereof (a “Converted Common Holder”) is subject to redemption at the written direction of such holder, at a redemption price equal to (i) in the case of Series A Stock, the liquidation preference set forth in subsection 2(a)(i) of this Section 6(f): Resolution (Awhich liquidation preference includes any accrued and unpaid dividends on the Series A Stock) any Change and (ii) in the case of Control or (B) any suspension from listing or delisting Converted Common Stock, at the average reported price of the Common Stock from during the Nasdaq four calendar weeks immediately preceding the date notice of redemption is given pursuant to subsection 4(b) of this Resolution , if any one or any Subsequent Market more of the following events shall have occurred:
(i) If the Corporation shall not have obtained approval for the Common Stock to be listed and traded on which an exchange that is registered as a “national securities exchange” pursuant to Section 6 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before December 31, 2008;
(ii) If, after having been approved for listing and trading on an exchange that is registered as a “national securities exchange” pursuant to Section 6 of the Exchange Act, the Common Stock is listed thereafter delisted from such exchange, or if trading in the Common Stock on such exchange is otherwise terminated or suspended;
(iii) If, after having been approved for listing and trading on an exchange that is registered as a period “national securities exchange” pursuant to Section 6 of five consecutive days. On and after the date of any Redemption EventExchange Act, the Registered Owner shall have average weekly reported volume of trading in the option to require the Company to redeem (the "Redemption Right"), for a period ---------------- of thirty (30) days after the Registered Owner receives notice of Redemption Event, in cash within 10 days of the Redemption Event, the Registered Owner's shares of Common Stock immediately theretofore acquirable and receivable upon on such exchange during the exercise preceding four calendar weeks is less than 25 percent of such Registered Owner's Warrant at a price per share equal to the product of (i) the amount by which, if any, the Average Price immediately preceding the latest of the effective date, the date of the closing, date of occurrence or the date of the announcement, as the case may be, of the Redemption Event triggering such Redemption Right exceeds the Exercise Price and (ii) the number of shares of Common Stock issuable upon exercise into which the outstanding Series A Stock is then convertible;
(iv) If, after having been approved for listing and trading on an exchange that is registered as a “national securities exchange” pursuant to Section 6 of the Warrant immediately prior to such Redemption Event. After the occurrence of (A)Exchange Act, the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event; the Registered Owner shall be entitled upon such event to receive such amount of securities, cash or property as if the Registered Owner had exercised the Warrant of the shares average reported price of the Common Stock issuable upon exercise on such exchange during the preceding four calendar weeks is less than the liquidation preference of the Warrant immediately prior to such Redemption Event Series A Stock set forth in subsection 2(a)(i) of this Resolution (without taking into account which liquidation preference includes any limitations or restrictions accrued and unpaid dividends on the exercise Series A Stock);
(v) If the Corporation shall become insolvent, make a transfer in fraud to or an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts as they become due;
(vi) If a receiver, custodian, liquidator or trustee shall be applied for by the Corporation or shall be appointed for all or substantially all of the Warrant). In the case of a transaction specified in (A) in which holders assets of the Company's Common Stock receive cashCorporation, the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for such number of shares of the surviving company equal to the amount of cash into which the Warrant is exercisable divided by the fair market value of the shares of the surviving company on the effective date of the merger. In the case of (A), the Company shall not effect if any such Redemption Event unlessreceiver, prior to custodian, liquidator or trustee shall be appointed in any proceeding brought against the consummation thereofCorporation and such appointment is not contested or is not dismissed or discharged within 60 days after such appointment, each Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrant as provided herein shall assume, by written instrument delivered and reasonably satisfactory to, the Registered Owner, (a) the obligations of the Company under the Warrant (and if the Company Corporation shall survive the consummation of acquiesce in such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Warrant), (b) the obligations of the Company under the Purchase Agreement, the Warrant and the Registration Rights Agreement, and (c) the obligation to deliver to the Registered Owner such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 6(f), the Registered Owner may be entitled to receive. Nothing in this Section 6(f) shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Purchase Agreement. This provision shall similarly apply to successive Redemption Events.appointment;
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Timberline Resources Corp)
Redemption Events. The following are "Redemption Events" under ----------------- ----------------- this Section 6(f): (A) any Change of Control or (B) any suspension from listing or delisting of the Common Stock from the Nasdaq or any Subsequent Market on which the Common Stock is listed for a period of five consecutive days. On and after the date of any Redemption Event, the Registered Owner shall have the option to require the Company to redeem (the "Redemption Right"), for a period ---------------- of thirty (30) days after the Registered Owner receives notice of Redemption Event, in cash within 10 days of the Redemption Event, the Registered Owner's shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such Registered Owner's Warrant at a price per share equal to the product of (i) the amount by whichThe Corporation may, if anyat any time and from time to time, the Average Price immediately preceding the latest redeem all or any portion of the effective dateshares of Series B Preferred Stock then outstanding at the Optional Redemption Price per share; provided, that any such redemption shall be on a pro rata basis among the date holders of the closing, date of occurrence or the date of the announcement, as the case may be, of the Redemption Event triggering such Redemption Right exceeds the Exercise Price and (ii) Series B Preferred Stock in accordance with the number of shares of Common Series B Preferred Stock issuable upon exercise of the Warrant immediately prior to then held by such Redemption Event. After the occurrence of holders.
(A)ii) On February 15, 2025, the Registered Owner Corporation shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for redeem all shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Series B Preferred Stock following such then outstanding at the Mandatory Redemption Event; the Registered Owner price per share. There shall be entitled upon no premium or penalty payable in connection with any such event to receive such amount of securities, cash or property as if the Registered Owner had exercised the Warrant of the shares of the Common Stock issuable upon exercise of the Warrant immediately prior to such Redemption Event mandatory redemption.
(without taking into account any limitations or restrictions on the exercise of the Warrant). In iii) Except in the case of a transaction specified Third Party Deleveraging Event which shall be governed by Section 7(a)(vi), concurrently with and as a condition to the consummation of a Change of Control, subject to the prior repayment in (A) in which holders full of the Company's Common Stock receive cashobligations under the Credit Agreement as required pursuant to the terms thereof, the Registered Owner Corporation shall have repurchase all Series B Preferred Stock then outstanding at the right at his or its optionOptional Redemption Price per share.
(iv) Except in the case of a Third Party Deleveraging Event which shall be governed by Section 7(a)(vi), in lieu the event of a Qualifying Equity Sale, the Corporation shall, as promptly as practicable (but in any event within three (3) Business Days of the Redemption Rightconsummation of such Qualifying Equity Sale), use all of the Net Cash Proceeds from such Qualifying Equity Sale to exercise redeem the Warrant for such maximum number of shares of Series B Preferred Stock that are redeemable from such Net Cash Proceeds from such Qualifying Equity Sale at the surviving company equal to Optional Redemption Price per share; provided that any such redemption shall be on a pro rata basis among the amount holders of cash into which Series B Preferred Stock in accordance with the Warrant is exercisable divided by the fair market value number of the shares of Series B Preferred Stock then held by such holders; provided, further, that the surviving company on the effective date of the merger. In the case of (A), the Company Corporation shall not effect any such Redemption Event unless, prior to the consummation thereof, each Person (other than the Company) which may be required to deliver effect any stock, securities, cash redemption pursuant to this clause unless such redemption is not prohibited by the Credit Agreement (or property upon any credit facility that refinances or replaces the exercise Credit Agreement so long as any such credit facility that refinances or replaces the Credit Agreement or any amendment of the Warrant Credit Agreement after the date hereof is not more restrictive than the Credit Agreement as provided herein shall assume, by written instrument delivered and reasonably satisfactory toin effect on the date hereof with respect to such redemptions).
(v) In the event of a Significant Disposition, the Registered OwnerCorporation shall, as promptly as practicable (abut in any event within three (3) the obligations Business Days of the Company under the Warrant (and if the Company shall survive the consummation of such transactionSignificant Disposition), use all of the Net Cash Proceeds from such assumption Significant Disposition to redeem the maximum number of shares of Series B Preferred Stock that are redeemable from such Net Cash Proceeds from such Significant Disposition at the Optional Redemption Price per share; provided that (x) any such redemption shall be in addition to, and shall not release on a pro rata basis among the Company from, any continuing obligations holders of the Company under this Warrant), (b) the obligations of the Company under the Purchase Agreement, the Warrant and the Registration Rights Agreement, and (c) the obligation to deliver to the Registered Owner such shares of stock, securities, cash or property as, Series B Preferred Stock in accordance with the foregoing provisions number of shares of Series B Preferred Stock then held by such holders and (y) if any portion of the consideration from such Significant Disposition is not in the form of cash consideration, then for purposes of this Section 6(fclause (v) any such non-cash consideration shall be included in the calculation of Net Cash Proceeds as and when converted to cash; provided, further, that the Corporation shall not be required to effect any redemption pursuant to this clause (v) unless such redemption is not prohibited by the Credit Agreement (or any credit facility that refinances or replaces the Credit Agreement so long as any such credit facility that refinances or replaces the Credit Agreement or any amendment of the Credit Agreement after the date hereof is not more restrictive than the Credit Agreement as in effect on the date hereof with respect to such redemptions).
(vi) In the event of a Third Party Deleveraging Event, the Corporation shall, as promptly as practicable (but in any event within three (3) Business Days of the consummation of such Third Party Deleveraging Event), (A) redeem or otherwise cause to be purchased by a third party 50,000 shares of the Registered Owner may Original Series B Preferred Stock at the Optional Redemption Price per share and (B) redeem or otherwise cause to be entitled to receive. Nothing purchased by a third party, 50,000 shares of the Additional Series B Preferred Stock at the Mandatory Redemption Price per share (unless a Reinstatement Event (as defined in this Section 6(fthe Tranche 1 Equity Commitment Agreement) occurs, in which case such 50,000 shares of Additional Series B Preferred Stock shall be deemed redeemed or otherwise caused to authorize be purchased by a third party at the Company to enter into any transaction not otherwise permitted by the Purchase Agreement. This provision shall similarly apply to successive Optional Redemption EventsPrice per share.)
Appears in 1 contract
Samples: Equity Commitment Agreement (Infrastructure & Energy Alternatives, Inc.)
Redemption Events. The following are "Preference Shares shall forthwith be redeemed at the Redemption Events" under ----------------- ----------------- this Section 6(f): (A) Amount upon the occurrence of any Change of Control or (B) any suspension from listing or delisting one of the Common Stock from the Nasdaq or any Subsequent Market on which the Common Stock is listed for following events (each, a period of five consecutive days. On and after the date of any “Redemption Event”), whether or not caused by or for any reason whatsoever outside the Registered Owner shall have control of the option to require Company, namely:
1.5.1. the failure by the Company to redeem all the Preference Shares on or prior to the Final Scheduled Redemption Date or to redeem any Preference Share on the Voluntary Redemption Date thereof if a Voluntary Redemption Notice has been given in relation thereto (and has not been revoked) and such redemption has not occurred 3 (three) Business Days after receipt by the "Redemption Right"), for Company of notice from the Preference Shareholder demanding such redemption; or
1.5.2. an event occurs or circumstances arise which have a period ---------------- of thirty Material Adverse Effect which remains 3 (30three) days Business Days after the Registered Owner receives Preference Shareholder has provided written notice thereof to the Company; or
1.5.3. the Company and/or the Guarantors fail to comply with any of Redemption Event, its material obligations in cash within 10 days terms of the Redemption Event, Transaction Agreements to which it is party and such failure remains unremedied 5 (five) Business Days) after the Registered Owner's shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of Preference Shareholder has demanded such Registered Owner's Warrant at a price per share equal remedy by written notice to the product of (i) the amount by which, if any, the Average Price immediately preceding the latest Company; or
1.5.4. any Insolvency Event occurs in respect of the effective date, Company and/or the date Guarantors and such Insolvency Event is not remedied within 3 (three) Business Days of receipt by the closing, date Company of occurrence or written notice from the date of the announcement, as the case may be, of the Redemption Event triggering such Redemption Right exceeds the Exercise Price and (ii) the number of shares of Common Stock issuable upon exercise of the Warrant immediately prior to such Redemption Event. After the occurrence of (A), the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event; the Registered Owner shall be entitled upon Preference Shareholder requiring such event to receive be remedied; or
1.5.5. unless agreed to in advance in writing by the Preference Shareholder, a resolution is proposed or passed in terms of which the Company and/or the Guarantors, will dispose of, all or a substantial part of its assets or otherwise ceases to carry on all or a material part of its business, and such amount resolution or disposal is not withdrawn or rescinded within 3 (three) Business Days of securities, cash receipt by the Company of written notice from the Preference Shareholder requiring such withdrawal or property as if the Registered Owner had exercised the Warrant rescission; or
1.5.6. any Transaction Agreement (or any of the shares material rights of the Common Stock issuable upon exercise of Preference Shareholder under a Transaction Agreement) is or becomes invalid or unenforceable and which remains invalid or unenforceable 1 (one) Business Day after the Warrant immediately prior to such Redemption Event (without taking into account any limitations or restrictions on the exercise of the Warrant). In the case of a transaction specified in (A) in which holders of the Company's Common Stock receive cash, the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for such number of shares of the surviving company equal Preference Shareholder has provided written notice thereof to the amount of cash into which the Warrant is exercisable divided by the fair market value of the shares of the surviving company on the effective date of the merger. In the case of (A), the Company shall not effect any such Redemption Event unless, prior requiring it to the consummation thereof, each Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrant as provided herein shall assume, by written instrument delivered and reasonably satisfactory to, the Registered Owner, (a) the obligations of the Company under the Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Warrant), (b) the obligations of the Company under the Purchase Agreement, the Warrant and the Registration Rights Agreement, and (c) the obligation to deliver to the Registered Owner such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 6(f), the Registered Owner may be entitled to receive. Nothing in this Section 6(f) shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Purchase Agreement. This provision shall similarly apply to successive Redemption Eventsremedied.
Appears in 1 contract
Samples: Preference Share Subscription Agreement (Gold Fields LTD)
Redemption Events. The In the event (each of the events described below after expiration of the applicable cure period (if any) being a “Redemption Event”) that any of the following occur without the prior approval (by vote or written consent, as provided by the DGCL) of the Requisite Holders, but only if such approval expressly specifies that the Requisite Holders signing the consent are "Redemption Events" consenting for purposes of this Article VII:
(i) the Corporation shall fail to observe or perform any covenant, condition or agreement contained in this Certificate of Designations or any of the Transaction Documents (as defined in the Securities Purchase Agreement) (including, without limitation, the failure to obtain approval (by vote or written consent, as provided by the DGCL) of the Requisite Holders under ----------------- ----------------- this Section 6(f): Article XII, but excluding those covenants referred to below in paragraphs (Aiii) any Change and (iv)), which failure is not cured within eight Trading Days after receiving notice of Control or such default sent by a holder of New Preferred Stock;
(Bii) any suspension from listing or delisting the failure of the Common Stock to be listed on a Trading Market for a period of 20 consecutive Trading Days;
(iii) the Corporation provides written notice (or otherwise indicates in writing) to any holder of New Preferred Stock, or states by way of public announcement distributed via a press release, at any time, of its intention not to issue shares of Common Stock to any holder of New Preferred Stock upon conversion in accordance with the terms of this Certificate of Designations (other than due to the circumstances contemplated by Article V, for which the holders shall have the remedies set forth in such Article), which notice or announcement is not rescinded within five Trading Days and provided that the Requisite Holders elect in writing to designate such event as a Redemption Event;
(iv) the Corporation shall fail to timely deliver the shares of Common Stock as and when required herein for any reason (not including because of the limitations set forth in Article IV.C.), which failure is not cured within ten Trading Days and provided that the Requisite Holders elect in writing to designate such event as a Redemption Event;
(v) any material representation or warranty made by the Corporation or any of its subsidiaries in the Securities Purchase Agreement shall prove to have been materially false or incorrect or breached in a material respect, in each case as of the date made, provided that the Corporation receives written notice of the breach or alleged falsity from any holder of Series C Preferred Stock within one year from the Nasdaq consummation of a Strategic Transaction and such breach or alleged falsity is not cured within five Trading Days of the receipt of such written notice;
(vi) the Corporation or any Subsequent Market on which of its subsidiaries shall: (a) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets; (b) make a general assignment for the benefit of its creditors; (c) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic); (d) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally; (e) acquiesce in writing to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic); (f) issue a notice of bankruptcy or winding down of its operations or issue a press release regarding same; or (g) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing;
(vii) a proceeding or case shall be commenced in respect of the Corporation or any of its subsidiaries, without its application or consent, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts; (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets in connection with the liquidation or dissolution of the Corporation or any of its subsidiaries; or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of 30 days or any order for relief shall be entered in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against the Corporation or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Corporation and shall continue undismissed, or unstayed and in effect for a period of 60 days;
(viii) the Corporation consummates a “going private” transaction and as a result the Common Stock is listed no longer registered under Sections 12(b) or 12(g) of the Exchange Act;
(ix) there shall be any SEC or judicial stop trade order or trading suspension stop-order or any restriction in place with the transfer agent for the Common Stock restricting the trading of such Common Stock for a period of 20 consecutive Trading Days;
(x) there shall be a determination by the SEC or the Corporation such that the Corporation’s representations, warranties or covenants set forth in Section 2.1(hh) of the Securities Purchase Agreement are breached or inaccurate, which breach or inaccuracy is not cured within five consecutive days. On and after Trading Days of such determination; or
(xi) the date Corporation consummates a Change of Control; then, upon (i) the occurrence of any such Redemption Event, and (ii) the Registered Owner affirmative election delivered to the Corporation by the Requisite Holders to permit a redemption in accordance with this paragraph (the “Redemption Trigger Notice”), each holder of shares of Series C Preferred Stock shall thereafter have the option by delivery of a notice (the “Redemption Event Notice”) to the Corporation prior to the Redemption Date (defined below) to require the Company Corporation to redeem (for cash, to the "Redemption Right")fullest extent permitted by law, for a period ---------------- of thirty (30) days after the Registered Owner receives notice of Redemption Event, in cash within 10 days all of the Redemption Event, the Registered Owner's then outstanding shares of Common Series C Preferred Stock immediately theretofore acquirable and receivable upon the exercise held of record by such Registered Owner's Warrant at a price holder for an amount per share equal to the product Redemption Event Amount in effect at the time of (i) the amount by which, if anyredemption hereunder. Upon the Corporation’s receipt of any Redemption Trigger Notice hereunder, the Average Price Corporation shall immediately preceding (and in any event within one Trading Day following such receipt) deliver a written notice (a “Redemption Announcement”) to all holders of Series C Preferred Stock stating the latest date upon which the Corporation received such Redemption Trigger Notice. The Corporation shall not redeem any shares of Series C Preferred Stock during the effective datethree Trading Day period following the delivery of a required Redemption Announcement hereunder. At any time and from time to time during such three Trading Day period, each holder of Series C Preferred Stock may request (either orally or in writing) information from the Corporation with respect to the instant redemption (including, but not limited to, the aggregate number of shares of Series C Preferred Stock covered by Redemption Event Notices received by the Corporation) and the Corporation shall furnish (either orally or in writing) as soon as practicable such requested information to such requesting holder. On the fifth Trading Day following the date of the closing, date of occurrence or the date of the announcement, as the case may be, delivery of the Redemption Event triggering such Trigger Notice (the “Redemption Right exceeds Date”), the Exercise Price and (ii) Corporation shall, to the number of fullest extent permitted by law, redeem all shares of Common Series C Preferred Stock issuable upon exercise of subject to all Redemption Event Notices received by the Warrant immediately Corporation prior to such Redemption Eventdate. After For the avoidance of doubt, the occurrence of (A), the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event; the Registered Owner shall be entitled upon such event to receive such amount of securities, cash or property as if the Registered Owner had exercised the Warrant of the shares of the Common Stock issuable upon exercise of the Warrant immediately prior to such a Redemption Event (without taking into account any limitations or restrictions on the exercise of the Warrant). In the case of a transaction specified in (A) in which holders of the Company's Common Stock receive cash, the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for such number of shares of the surviving company equal to the amount of cash into which the Warrant is exercisable divided by the fair market value of the shares of the surviving company on the effective date of the merger. In the case of (A), the Company shall not effect any such Redemption Event unless, prior to preclude the consummation thereof, each Person (other than the Company) which may be required to deliver any stock, securities, cash occurrence of one or property upon the exercise of the Warrant as provided herein shall assume, by written instrument delivered and reasonably satisfactory to, the Registered Owner, (a) the obligations of the Company under the Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Warrant), (b) the obligations of the Company under the Purchase Agreement, the Warrant and the Registration Rights Agreement, and (c) the obligation to deliver to the Registered Owner such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 6(f), the Registered Owner may be entitled to receive. Nothing in this Section 6(f) shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Purchase Agreement. This provision shall similarly apply to successive more subsequent Redemption Events.
Appears in 1 contract
Samples: Consent and Amendment Agreement (La Jolla Pharmaceutical Co)
Redemption Events. The following are "Redemption Events" under ----------------- ----------------- this Section 6(f): (A) any Change of Control or (B) any suspension from listing or delisting of the Common Stock from the Nasdaq or any Subsequent Market on which the Common Stock is listed for a period of five consecutive days. On and after the date of any Redemption Event, the Registered Owner shall have the option to require the Company to redeem (the "Redemption Right"), for a period ---------------- of thirty (30) days after the Registered Owner receives notice of Redemption Event, in cash within 10 days of the Redemption Event, the Registered Owner's shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such Registered Owner's Warrant at a price per share equal to the product of (i) the amount by whichThe Corporation may, if anyat any time and from time to time, the Average Price immediately preceding the latest redeem all or any portion of the effective dateshares of Series B‑3 Preferred Stock then outstanding at the Optional Redemption Price per share; provided, that any such redemption shall be on a pro rata basis among the date holders of the closing, date of occurrence or the date of the announcement, as the case may be, of the Redemption Event triggering such Redemption Right exceeds the Exercise Price and (ii) Series B‑3 Preferred Stock in accordance with the number of shares of Common Series B‑3 Preferred Stock issuable upon exercise of then held by such holders.
(ii) On February 15, 2025 (the Warrant immediately prior to such “Mandatory Redemption Event. After the occurrence of (ADate”), the Registered Owner Corporation shall have redeem all shares of Series B‑3 Preferred Stock then outstanding at the right at his Mandatory Redemption Price per share. There shall be no premium or its optionpenalty payable in connection with any such mandatory redemption.
(iii) Concurrently with and as a condition to the consummation of a Change of Control, subject to the prior repayment in lieu full of the obligations under the Credit Agreement as required pursuant to the terms thereof, the Corporation shall repurchase all Series B‑3 Preferred Stock then outstanding at the Optional Redemption RightPrice per share.
(iv) In the event of a Qualifying Equity Sale, to exercise the Warrant for shares of stock and other securitiesCorporation shall, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event; the Registered Owner shall be entitled upon such as promptly as practicable (but in any event to receive such amount of securities, cash or property as if the Registered Owner had exercised the Warrant within three (3) Business Days of the shares consummation of such Qualifying Equity Sale), use all of the Common Stock issuable upon exercise of Net Cash Proceeds from such Qualifying Equity Sale to redeem the Warrant immediately prior to such Redemption Event (without taking into account any limitations or restrictions on the exercise of the Warrant). In the case of a transaction specified in (A) in which holders of the Company's Common Stock receive cash, the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for such maximum number of shares of Series B‑3 Preferred Stock that are redeemable from such Net Cash Proceeds from such Qualifying Equity Sale at the surviving company equal to Optional Redemption Price per share; provided that any such redemption shall be on a pro rata basis among the amount holders of cash into which Series B‑3 Preferred Stock in accordance with the Warrant is exercisable divided by the fair market value number of the shares of Series B‑3 Preferred Stock then held by such holders; provided, further, that the surviving company on the effective date of the merger. In the case of (A), the Company Corporation shall not effect any such Redemption Event unless, prior to the consummation thereof, each Person (other than the Company) which may be required to deliver effect any stock, securities, cash redemption pursuant to this clause (iv) unless such redemption is not prohibited by the Credit Agreement (or property upon any credit facility that refinances or replaces the exercise Credit Agreement so long as any such credit facility that refinances or replaces the Credit Agreement or any amendment of the Warrant Credit Agreement after the date hereof is not more restrictive than the Credit Agreement as provided herein shall assume, by written instrument delivered and reasonably satisfactory toin effect on the Closing Date with respect to such redemptions).
(v) In the event of a Significant Disposition, the Registered OwnerCorporation shall, as promptly as practicable (abut in any event within three (3) the obligations Business Days of the Company under the Warrant (and if the Company shall survive the consummation of such transactionSignificant Disposition), use all of the Net Cash Proceeds from such assumption Significant Disposition to redeem the maximum number of shares of Series B‑3 Preferred Stock that are redeemable from such Net Cash Proceeds from such Significant Disposition at the Optional Redemption Price per share; provided that (x) any such redemption shall be in addition to, and shall not release on a pro rata basis among the Company from, any continuing obligations holders of the Company under this Warrant), (b) the obligations of the Company under the Purchase Agreement, the Warrant and the Registration Rights Agreement, and (c) the obligation to deliver to the Registered Owner such shares of stock, securities, cash or property as, Series B‑3 Preferred Stock in accordance with the foregoing provisions number of shares of Series B‑3 Preferred Stock then held by such holders and (y) if any portion of the consideration from such Significant Disposition is not in the form of cash consideration, then for purposes of this Section 6(fclause (v) any such non-cash consideration shall be included in the calculation of Net Cash Proceeds as and when converted to cash; provided, further, that the Corporation shall not be required to effect any redemption pursuant to this clause (v) unless such redemption is not prohibited by the Credit Agreement (or any credit facility that refinances or replaces the Credit Agreement so long as any such credit facility that refinances or replaces the Credit Agreement or any amendment of the Credit Agreement after the date hereof is not more restrictive than the Credit Agreement as in effect on the Closing Date with respect to such redemptions). For the avoidance of doubt, the Registered Owner may be entitled to receive. Nothing in all redemptions under this Section 6(f7(a) shall be deemed subject to authorize the Company to enter into any transaction not otherwise permitted by the Purchase Agreement. This provision shall similarly apply to successive Redemption Eventscompliance with Section 7(h).
Appears in 1 contract
Samples: Equity Commitment Agreement (Infrastructure & Energy Alternatives, Inc.)
