Stock Warrants. Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants shall be granted in accordance with, and subject to the following:
(a) The exercise price of the Two Million Warrants shall be equal to the closing price plus Ten Percent (10%) per share of the common stock of the Company on the day before this Agreement is executed, delivered, and announced. The Two Million Warrants may be exercised at any time after vesting but prior to expiration.
(b) The Two Million Warrants shall be subject to the terms and conditions of the 2004 Directors, Officers and Consultants Stock Option, Stock Warrant, and Stock Award Plan; a copy of which is attached hereto and incorporated herein by reference as Exhibit "A".
(c) The Two Million Warrants shall vest in such shares according to the following schedule: Tranche No. of Shares Vesting 1 1,000,000 Immediately upon execution of this Agreement
2 1 000,000 January 1, 2007 The vesting schedule shall be accelerated in the event of a Non-Fault Termination (as defined in Section 11).
(d) In the event there is a Change of Control at any time during the Term, then the acceleration of the vesting schedule of the Two Million Warrants and the exercisiability of the Two Million Warrants shall be governed by the Plan upon such Change of Control.
(e) The Two Million Warrants shall expire on the earlier of ten years from the date of grant or the termination date plus two (2) years after termination of Executive's employment with Company.
(f) In the event the outstanding shares of common stock of Company are changed into or exchanged for a different number or kind of shares or other securities of Company or of another corporation by reason of merger, consolidation, other reorganization, reclassification, combination of shares, stock split-up or stock dividend, rights of the Two Million Warrants granted hereunder, the number of subject shares and the exercise price (and other terms herein relating thereto) shall be adjusted appropriately.
Stock Warrants. At the Effective Time of the Merger, there will be no outstanding warrants to purchase Parent Common Stock.
Stock Warrants. As a special incentive to obtain the services of Executive, Company hereby grants Executive the option to purchase two hundred thousand (200,000) shares of the common stock of the Company at $7.00 per share at any time, under either periodic or accelerated exercise terms as described below.
Stock Warrants. On the Commencement Date, the Company shall grant the Executive warrants to purchase three hundred seventy-five thousand (375,000) shares of common stock of the Company at an exercise price of Five Dollars and 91/100 ($5.91) per share and warrants to purchase three hundred fifty thousand (350,000) shares of common stock of the Company at an exercise price equal to the lesser of (a) seventy-five percent (75%) of the closing price per share of the Company's common stock on the last trading date prior to the Closing, and (b) $12.00 per share, subject to all federal and state securities and other laws. All warrants issued pursuant to this Section 5(a) shall be governed by and subject to all conditions, terms and restrictions in the actual warrant which is attached hereto as Attachment A and hereby incorporated by reference.
Stock Warrants. In consideration of entering into this Agreement, the Company will, simultaneously with the execution of this Agreement, issue a Warrant granting the Purchasers the right to purchase up to 240,000,000 Shares1, with an Exercise Price of $0.2 per share, with a term of five (5) years, The form of such Warrant is attached to this Agreement as Exhibit A, "Form of a Warrant." The number and purchase price of Shares shall be subject to adjustment as provided in Section 7 of the Warrant.
Stock Warrants. As consideration for having its Service Area expanded, Manager agrees that, at the earliest to occur of (i) the date on which the Manager, or if the Manager is not the issuer, the Manager's parent company that is the issuing public entity (either the Manager or such issuing entity being referred to as the "Issuer"), closes its initial public offering ("IPO") or (ii) July 31, 2003, the Issuer will grant to Sprint PCS or its affiliated designee the right to acquire (i) in the case of an IPO 2,510,460 shares of the Issuer's Class A Common Stock (which number of shares shall not be less than 3.0% or more than 4.2% of the Issuer's total outstanding equity immediately after the closing of the IPO) or (ii) if there has not been an IPO on or before July 31, 2003, the number of shares of common stock that represent 3.0% of the "Private Valuation" of the Issuer (as determined by the appraisal process set forth on Exhibit B attached hereto), in either case pursuant to a warrant agreement in the form attached hereto as Exhibit C and a registration rights agreement in the form attached hereto as Exhibit D.
Stock Warrants. Xxxxxxxxxxx.xxx will grant to NCS, with the approval of the XxxxxxxXxxx.xxx Board Of Directors, warrants to purchase 75,000 shares (approximately 1.00% of the company post financing) of the Company's common stock at an exercise price of $2.00/share. These shares would be exercisable in four equal increments based on completion of the planned rollout to states (to be mutually agreed upon). One fourth would be immediately exercisable upon completion of phase three and a "Go" decision on large scale deployment of the state initiatives. The remaining warrants would be exercisable as completion of the rollout occurs.
Stock Warrants. Within fifteen (15) days after written request by Landlord at any time after execution hereof (but in all events no later than four (4) months after execution hereof), as a condition to Landlord’s obligations hereunder, Tenant shall deliver to Landlord or Landlord’s designee(s)(which may include any partners, shareholders or affiliates of Landlord and any affiliates of any such partners, shareholders or affiliates of Landlord, subject to compliance by Tenant and Landlord with all applicable securities laws, a warrant registered in Landlord’s (or Landlord’s designee’s) name to purchase One Hundred Thirty-Nine Thousand Five Hundred Seventy (139,570) shares of Tenant’s preferred stock. The warrant shall have an exercise price of Thirteen Dollars ($13) per share and shall be exercisable for a period beginning on the date on which this Lease is entered and ending on the earlier of (a) the five-year anniversary of the closing of the initial public offering of Tenant’s common stock or (b) the ten (10) year anniversary of the date on which this Lease is entered, and the warrant shall be on the terms and conditions as set forth therein.
Stock Warrants. Within thirty (30) days after the mutual execution of this Lease, Tenant shall deliver to Landlord or Landlord's designees (which may be any members, partners, shareholders or affiliates of Landlord or any affiliates of any such members, partners, shareholders or affiliates of Landlord) warrants registered in the name of Landlord or Landlord's designees for the acquisition of an aggregate of two hundred thousand (200,000) shares of Tenant's common stock, which warrants shall be in form and substance mutually approved by Landlord and Tenant prior to Lease execution as being mutually satisfactory to them. The warrants shall have an exercise price per share equal to the greater of (a) the price per share of preferred stock in the most recently completed arm's-length issuance or sale of Tenant's preferred stock as of the date of this Lease or (b) the value per share of Tenant's outstanding preferred stock as determined by Tenant's independent auditors (presently Ernst & Young, LLP) as of the date of this Lease, and shall be exercisable for a period beginning on the date of this Lease and ending on the later to occur of (a) the seventh (7th) anniversary of the date of this Lease or (b) the fifth (5th) anniversary of the closing of the initial public offering of Tenant's common stock. [***] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Stock Warrants. As additional consideration for the services to be -------------- rendered by Employee hereunder, Employee shall be issued 1,216,826 shares of the Class A Common Stock of Employer subject to the to the Stock Restriction Agreement attached hereto as Exhibit 1. Within thirty (30) days following the final day of each calendar quarter, through January 8, 2005, and as of the date of the termination of Employee's employment by the Company (each such date being referred to herein as a "Quarterly Measurement Date"), Employee shall be issued Additional Shares in an amount such that the total number of shares issued to Employee pursuant to this Agreement shall equal three percent (3%) of the issued and outstanding shares of the Class A and Class B Common Stock of the Company (and including such other classes of stock which the Company may issue during the Term of this agreement) as of such Quarterly Measurement Date, and such Additional Shares shall be vested on a prorata basis such that all shares have been vested by the end of The Term. Additional Shares will continue to be issued until the later of a) The Term plus 185 days or b) the Company achieves annual revenue exceeding $ 250 Million. Employee may elect to either pay an amount sufficient to cover any withholding tax obligation of the Company, or to have the Company withhold part of the shares due to him to cover the withholding obligations arising from the vesting of these shares. Employee will be given the option to novate to a modified stock plan and agreement that is currently being considered and drafted by the Board.
