TERM OF THE WARRANT AGREEMENT. Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Preferred Stock as granted herein shall commence on the Effective Date and shall be exercisable for a period of (i) seven (7) years or (ii) three (3) years from the effective date of the Company's initial public offering, whichever is longer. Notwithstanding the term of this Warrant Agreement as set forth above, the right to purchase Preferred Stock as granted shall expire, if not previously exercised, immediately upon the closing of the issuance and sale of shares of Common Stock of the Company in the Company's first public offering of securities for its own account pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Initial Public Offering"), provided that the underwriters so request that the Warrantholder exercise at that time. The Company shall notify the Warrantholder if the Initial Public Offering is proposed within a reasonable period of time prior to the filing of a registration statement and if the Company fails to deliver such written notice within a reasonable period of time, anything to the contrary in this Warrant Agreement notwithstanding, the rights to purchase will not expire until ten (10) business days after the Company delivers such notice to the Warrantholder. Such notice shall also contain such details of the proposed Initial Public Offering as are reasonable in the circumstances and notice that this Warrant Agreement is expected to expire upon closing thereof. If such closing does not take place, the Company shall promptly notify the Warrantholder that such proposed transaction has been terminated. Anything to the contrary in this Warrant Agreement notwithstanding, the Warrantholder may rescind any exercise of its purchase rights promptly after such notice of termination of the proposed transaction if the exercise of warrants occurred after the Company notified the Warrantholder that the Initial Public Offering was proposed or if the exercise were otherwise precipitated by such proposed Initial Public Offering. In the event of such rescission, the Warrants will continue to be exercisable on the same terms and conditions.
Appears in 1 contract
Samples: Neoforma Com Inc
TERM OF THE WARRANT AGREEMENT. Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Preferred Stock as granted herein shall commence on the Effective Date and shall be exercisable for a period of (i) seven ten (710) years or (ii) three five (35) years from the effective date of the Company's initial public offering, whichever is longershorter. Notwithstanding the term of this Warrant Agreement as set forth above, the right to purchase Preferred Stock as granted shall expire, if not previously exercised, immediately upon the closing of the issuance and sale of shares of Common Stock of the Company in the Company's first public offering of securities for its own account pursuant to an effective registration statement under the Securities Act of 1933, as amended in which (i) the net proceeds received by the Company equal or exceed $15,000,000.00 and (ii) the public offering price equals or exceeds $10.00 per share (as adjusted from time to time to reflect stock splits, share dividend or other corporate recapitalization effected subsequent to the date hereof (the "Initial Public Offering"), provided that the Preferred stock issuable to Warrantholder upon exercise hereof shall be included in such registration statement, and provided further that the underwriters so request that the Warrantholder exercise at that time. The Company shall notify the Warrantholder if the Initial Public Offering is proposed within a reasonable period of time prior to the filing of a registration statement and if the Company fails to deliver such written notice within a reasonable period of time, anything to the contrary in this Warrant Agreement notwithstanding, the rights to purchase will not expire until ten (10) business days after the Company delivers such notice to the Warrantholder. Such notice shall also contain such details of the proposed Initial Public Offering as are reasonable in the circumstances and notice that this Warrant Agreement is expected to expire upon closing thereof. If such closing does not take place, the Company shall promptly notify the Warrantholder that such proposed transaction has been terminated. Anything to the contrary in this Warrant Agreement notwithstanding, the Warrantholder may rescind any exercise of its purchase rights promptly after such notice of termination of the proposed transaction if the exercise of warrants occurred after the Company notified the Warrantholder that the Initial Public Offering was proposed or if the exercise were otherwise precipitated by such proposed Initial Public Offering. In the event of such rescission, the Warrants will continue to be exercisable on the same terms and conditions.
Appears in 1 contract
TERM OF THE WARRANT AGREEMENT. Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Preferred Stock as granted herein shall commence on the Effective Date earlier of (a) the close of the Next Round or (b) October 27, 2000 and shall be exercisable for a period of (i) seven (7) years or (ii) three (3) years from the effective date of the Company's initial public offering, whichever is longer. Notwithstanding the term of this Warrant Agreement as set forth above, the right to purchase Preferred Stock as granted shall expire, if not previously exercised, immediately upon the closing of the issuance and sale of shares of Common Stock of the Company in the Company's first public offering of securities for its own account pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Initial Public Offering"), provided that the Preferred stock issuable to Warrantholder upon exercise hereof shall be included in such registration statement, and provided further that the underwriters so request that the Warrantholder exercise at that time. The Company shall notify the Warrantholder if the Initial Public Offering is proposed within a reasonable period of time prior to the filing of a registration statement and if the Company fails to deliver such written notice within a reasonable period of time, anything to the contrary in this Warrant Agreement notwithstanding, the rights to purchase will not expire until ten (10) business days after the Company delivers such notice to the Warrantholder. Such notice shall also contain such details of the proposed Initial Public Offering as are reasonable in the circumstances and notice that this Warrant Agreement is expected to expire upon closing thereof. If such closing does not take place, the Company shall promptly notify the Warrantholder that such proposed transaction has been terminated. Anything to the contrary in this Warrant Agreement notwithstanding, the Warrantholder may rescind any exercise of its purchase rights promptly after such notice of termination of the proposed transaction if the exercise of warrants occurred after the Company notified the Warrantholder that the Initial Public Offering was proposed or if the exercise were otherwise precipitated by such proposed Initial Public Offering. In the event of such rescission, the Warrants will continue to be exercisable on the same terms and conditions.
Appears in 1 contract
Samples: Warrant Agreement (Support Com Inc)
TERM OF THE WARRANT AGREEMENT. Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Preferred Stock as granted herein shall commence on the Effective Date and shall be exercisable for a period of (i) seven ten (710) years or (ii) three five (35) years from the effective date of the Company's initial public offering, whichever is longershorter. Notwithstanding the term terms of this Warrant Agreement as set forth above, the right to purchase Preferred Stock as granted shall expire, if not previously exercised, immediately upon the closing of (i) the issuance and sale of shares of Common Stock of the Company in the Company's first public offering of securities for its own account pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Initial Public Offering"), provided that the underwriters so request net proceeds to the Company exceed $10,000,000, and provided further that the Warrantholder is afforded an opportunity to include Registrable Securities issuable upon exercise at hereof in such Initial Public Offering in accordance with the terms of the Company's Investors' Rights Agreement or (ii) a merger of consolidation of the Company with or into another corporation when the Company is not the surviving corporation, or the sale of all or substantially all of the Company's properties and assets to any other person (the "Merger"), provided that timethe holders of Warrantholder realizes a value for its shares of Preferred Stock issuable hereunder receive consideration with a value equal to or greater than $2.35 per share in such Merger. The Company shall notify the Warrantholder if the Initial Public Offering is proposed within with a reasonable period of time prior to the filing of a registration statement and if the Company fails to deliver such written notice within a reasonable period of time, anything to the contrary in this Warrant Agreement notwithstanding, the rights to purchase will not expire until ten (10) business days after the Company delivers such notice to the Warrantholder. Such notice shall also contain such details of the proposed Initial Public Offering or Merger as are reasonable in the circumstances and notice that this Warrant Agreement is expected to expire upon closing thereof. If such closing does not take place, the Company shall promptly notify the Warrantholder that such proposed transaction has been terminated. Anything to the contrary in this Warrant Agreement notwithstanding, the Warrantholder may rescind any exercise of its purchase rights promptly after such notice of termination of the proposed transaction if the exercise of warrants occurred after the Company notified the Warrantholder that the Initial Public Offering was proposed or if the exercise were otherwise precipitated by such proposed Initial Public Offering. In the event of such rescission, the Warrants will continue to be exercisable on the same terms and conditions.
Appears in 1 contract
Samples: Warrant Agreement (Oni Systems Corp)
TERM OF THE WARRANT AGREEMENT. Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Preferred Stock as granted herein shall commence on the Effective Date and shall be exercisable for a period of (i) seven ten (710) years or (ii) three five (35) years from the effective date of the Company's initial public offering, whichever is longershorter. Notwithstanding the term of this Warrant Agreement as set forth above, the right to purchase Preferred Stock as granted shall expire, if not previously exercised, immediately upon the closing of (i) the issuance and sale of shares of Common Stock of the Company in the Company's first public offering of securities for its own account pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Initial Public Offering"), provided that the underwriters so request net proceeds to the Company exceed $10,000,000, and provided further that the Warrantholder is afforded an opportunity to include Registrable Securities issuable upon exercise at hereof in such Initial Public Offering in accordance with the terms of the Company's Investors' Rights Agreement or (ii) a merger of consolidation of the Company with or into another corporation when the Company is not the surviving corporation, or the sale of all or substantially all of the Company's properties and assets to any other person (the "Merger"), provided that timethe holders of Warrantholder realizes a value for its shares of Preferred Stock issuable hereunder receive consideration with a value equal to or greater than $2.35 per share in such Merger. The Company shall notify the Warrantholder if the Initial Public Offering is proposed within a reasonable period of time prior to the filing of a registration statement and if the Company fails to deliver such written notice within a reasonable period of time, anything to the contrary in this Warrant Agreement notwithstanding, the rights to purchase will not expire until ten (10) business days after the Company delivers such notice to the Warrantholder. Such notice shall also contain such details of the proposed Initial Public Offering or Merger as are reasonable in the circumstances and notice that this Warrant Agreement is expected to expire upon closing thereof. If such closing does not take place, the Company shall promptly notify the Warrantholder that such proposed transaction has been terminated. Anything to the contrary in this Warrant Agreement notwithstanding, the Warrantholder may rescind any exercise of its purchase rights promptly after such notice of termination of the proposed transaction if the exercise of warrants occurred after the Company notified the Warrantholder that the Initial Public Offering was proposed or if the exercise were otherwise precipitated by such proposed Initial Public Offering. In the event of such rescission, the Warrants will continue to be exercisable on the same terms and conditions.
Appears in 1 contract
Samples: Warrant Agreement (Oni Systems Corp)
TERM OF THE WARRANT AGREEMENT. Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Preferred Stock as granted herein shall commence on the Effective Date and shall be exercisable for a period of (i) seven (7) years or (ii) three (3) years from the effective date of the Company's initial public offering, whichever is longershorter. Notwithstanding the term of this Warrant Agreement as set forth abovefixed pursuant to preceding sentence, the right to purchase Preferred Stock as a granted herein shall expire, if not previously exercised, immediately upon the closing of the issuance and sale of shares of Common Stock (i) a merger or consolidation of the Company with or into any other corporation or corporations, unless the shareholders of the Company immediately prior to any such transaction are holders of a majority of the voting securities of the surviving corporation or acquiring corporation immediately thereafter and hold such securities in substantially similar proportions as prior to such transaction (and for purposes of this calculation equity securities which any shareholder of the Company owned immediately prior to such merger or consolidation as shareholder of another party to the transaction shall be disregarded), or (ii) a sale or other transfer of all or substantially all of the assets of the Company or any series of related transactions resulting in the Company's first public offering sale or other transfer of securities for its own account pursuant to an effective registration statement under all or substantially all of the Securities Act assets of 1933, as amended the Company (the "Initial Public OfferingTermination Event"), provided that the underwriters so request that the Warrantholder exercise at that time. The Company shall notify the Warrantholder if the Initial Public Offering Termination Event is proposed within a reasonable period of time prior no later than the date such notice is provided to the filing Company's stockholders of a registration statement and if the Company fails to deliver such written notice within a reasonable period of time, anything to the contrary in this Warrant Agreement notwithstanding, the rights to purchase will not expire until ten (10) business days after the Company delivers such notice to the WarrantholderTermination Event. Such notice shall also contain such details of the proposed Initial Public Offering Termination Event as are reasonable in the circumstances and notice that this Warrant Agreement is expected to expire upon closing thereofcircumstances. If such closing does not take place, the Company shall promptly notify the Warrantholder that such proposed transaction has been terminated. Anything to the contrary in this Warrant Agreement notwithstanding, and the Warrantholder may rescind any exercise of its purchase rights promptly after such notice of termination of the proposed transaction if the exercise of warrants occurred after the Company notified the Warrantholder that the Initial Public Offering was proposed or if the exercise were otherwise precipitated by such proposed Initial Public Offeringtransaction. In the event of such rescissionrecission, the Warrants will this Warrant Agreement shall continue to be exercisable on the same terms and conditionsconditions contained herein. If all of the Company's outstanding Preferred Stock is converted into shares of Common Stock then this Warrant shall automatically become exercisable for that number of shares of Common Stock equal to the number of shares of Common Stock that would have been received if this Warrant had been exercised in full and the shares of Preferred Stock received thereupon had been simultaneously converted into shares of Common Stock immediately prior to such event, and the Exercise Price shall be automatically adjusted to equal the amount obtained by dividing (i) the aggregate Exercise Price of the shares of Preferred Stock for which this Warrant was exercisable immediately prior to such conversion, by (ii) the number of shares of Common Stock for which this Warrant is exercisable immediately after such conversion.
Appears in 1 contract
