Common use of Right to Put Warrant Clause in Contracts

Right to Put Warrant. If a Realization Event shall not have occurred prior to the 66th month plus one day anniversary of the date as of which the Amendment of Class A-1 and Class A-2 Common Stock Purchase Warrants is executed and this Warrant becomes exercisable within six months of such anniversary, Investor or any other holder of this Warrant may, at any time and from time to time during the six month period immediately thereafter, by notice to the Company (the “Put Notice”), elect to sell to the Company (and the Company hereby, agrees to purchase from Investor or any other such holder), at the Put Purchase Price specified in Section 5.3(a) hereof, such number of Warrants as are specified in the Put Notice on the Business Day specified in the Put Notice, which Business Day shall be not less than 20 days nor more than 30 days after the receipt by the Company of said Put Notice (the date on which the Company receives the Put Notice is referred to as the “Put Notice Date”). The right created by this Section 5.1 shall terminate upon the occurrence of a Realization Event. Any Warrants not sold to the Company pursuant to this Section 5 shall automatically convert into Class A Common Stock in accordance with Section 3.1(b) (provided that, for purposes of this Section 5, the Current Market Price shall be the Market Price (defined below)). Notwithstanding anything contained in this Warrant to the contrary, the holder of this Warrant shall not have the right to require the Company to pay the Put Purchase Price pursuant to this Section 5.1 unless and until all of the shares of the Company’s Series A Redeemable Participating Preferred Stock have been redeemed in full by the Company.

Appears in 4 contracts

Samples: Kenexa Corp, Kenexa Corp, Kenexa Corp

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Right to Put Warrant. If a Realization Event shall not have occurred prior to the 66th month plus one day fifth anniversary of the date as of which the Amendment of Class A-1 and Class A-2 Common Stock Purchase Warrants this Agreement is executed and this Warrant becomes exercisable within six months of such anniversary, Investor or any other holder of this Warrant may, at any time and from time to time during the six month period immediately thereafter, by notice to the Company (the "Put Notice"), elect to sell to the Company (and the Company hereby, agrees to purchase from Investor or any other such holder), at the Put Purchase Price specified in Section 5.3(a) hereof, such number of Warrants as are specified in the Put Notice on the Business Day specified in the Put Notice, which Business Day shall be not less than 20 days nor more than 30 days after the receipt by the Company of said Put Notice (the date on which the Company receives the Put Notice is referred to as the "Put Notice Date"). The right created by this Section 5.1 shall terminate upon the occurrence of a Realization Event. Any Warrants not sold to the Company pursuant to this Section 5 shall automatically convert into Class A Common Stock in accordance with Section 3.1(b) (provided that, for purposes of this Section 5, the Current Market Price shall be the Market Price (defined below)). Notwithstanding anything contained in this Warrant to the contrary, the holder of this Warrant shall not have the right to require the Company to pay the Put Purchase Price pursuant to this Section 5.1 unless and until all of the shares of the Company’s Series A Redeemable Participating Preferred Stock have been redeemed in full by the Company.

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (Talentpoint Inc)

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