Warrant Adjustment. The Development Agreement is hereby amended as follows: Commencing effective as of the Warrant Adjustment Date, the references to “fifty percent (50%)” in the definition of “Applicable Development Tax Revenues” in the Development Agreement and, by reference, the 2023 Warrant, are hereby increased to “seventy-five percent (75%)”, until such time as the Gross Sales Tax Revenues and Gross Lodging Tax Revenues received by the City on or after the Warrant Adjustment Date equal $24,000,000, at which time, the references to “fifty percent (50%)” shall be reinstated in the definition of “Applicable Development Tax Revenues.”
Warrant Adjustment. In consideration of the negotiation, execution and delivery of this Amendment, the Company shall, upon consummation of the transactions contemplated hereby, adjust the exercise price per share of each outstanding Warrant and Additional Warrant held by each Buyer under the Agreement from $4.00 to $3.00 (as may be adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction) and shall issue any further Additional Warrants with an exercise price of $3.00 per share (as may be adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction).
Warrant Adjustment. In the event that, prior to January 16, 1999, (a) the Company completes an offering of its Common Stock or (b) announces (by the filing of any registration statement with the Securities and Exchange Commission, by press release or otherwise) an offering of its Common Stock and completes such an offering prior to July 16, 1999 (any such offering a "Subsequent Equity Offering"), the Company shall, upon each Subsequent Equity Offering, issue warrants to the Purchaser (the "Additional Warrants") initially exercisable for the number of shares necessary to maintain the aggregate amount of Common Stock issuable pursuant to the Warrants and the Additional Warrants at 3.0% of the Fully Diluted Common Stock. The Additional Warrants shall have terms substantially identical to the Warrants and shall have the same registration rights.
Warrant Adjustment. In the event, and only in the event, that (i) You close Your next bona fide preferred equity financing following the Effective Date and issue Your preferred stock at a price per share less than $3.050235 (as adjusted for any splits or combinations after the Effective Date not made in connection with the Down Round (as defined below)), or (ii) prior to your next bona fide preferred equity financing following the Effective Date, You conduct a recapitalization (whether by way of stock split, combination or otherwise) that does not require an adjustment pursuant to Section 4 of this Warrant (the earliest of (i) and (ii) to occur, a “Down Round”), and as a result of such Down Round the number of shares of Warrant Stock issuable hereunder no longer represents at least the same percentage of Your capitalization on a fully diluted (as converted) basis as of the Effective Date (“Original Percentage”), then the number of shares of Warrant Stock issuable hereunder shall be adjusted and provisions of this Warrant amended, such that We will maintain the Original Percentage of Your capitalization on a fully diluted (as converted) basis immediately following the initial closing of such Down Round. You agree to execute any amendments to or amendment and restatements of this document to evidence the intent of this paragraph. By way of example, assuming that You have requested the full amount of Advances under the Part 1 and Part 2 Commitment Amount this Warrant would be exercisable for 175,000 shares of common stock or, 0.349% of the 50,200,060 shares You have outstanding on a fully diluted (as converted) basis as of the Effective Date. If You consummate a Down Round and introduce 5,000,000, more shares into Your capitalization, You would need to issue Us an additional 17,648 shares of common stock under this Warrant Agreement, ((0.349% x (50,200,060 + 5,000,000)) – 175,000 = 17,648)). The Parties agree that this Warrant Agreement to purchase the Warrant Stock has a fair market value equal to $100 and that $100 of the issue price of the investment will be allocable to the Warrant Agreement and the balance shall be allocable to the Loan Agreement for income tax purposes and the original issue discount on the Loan Agreement shall be considered to be zero.
Warrant Adjustment. Group has previously granted warrants to purchase shares of Common Stock to certain persons pursuant to that certain Warrant Agreement, dated as of January 31, 2003, between Group and Computershare Investor Services, LLC, as warrant agent (the “Warrant Agreement”). In connection with the consummation of the Recapitalization, the Board of Directors is authorized under the terms of the Warrant Agreement to make appropriate adjustments to the exercise price of each warrant outstanding under the Warrant Agreement as of the Effective Time and the number of shares covered by each such warrant. The Board of Directors has determined that it is advisable and appropriate to adjust (a) the current exercise price of each warrant outstanding under the Warrant Agreement as of the Effective Time by dividing such exercise price by 0.083647 and (b) the number of shares of Common Stock covered by each such warrant by multiplying such number of shares by 0.083647, each effective as of the Closing.
Warrant Adjustment. Sixty (60) Trading Days following the Original Issue Date (the "First Determination Date"), a certain number of shares of Warrant Stock shall become exercisable at $.001. The amount of shares of Warrant Stock exercisable at $.001 per share shall be equal to the positive difference, if any, between (i) $3,010,000 divided by the VWAP of the Issuer's Common Stock for the sixty (60) Trading Days preceding the First Determination Date and (ii) 21,500,000. One hundred twenty (120) Trading Days following the Original Issue Date (the "Second Determination Date"), a certain number of remaining shares of Warrant Stock shall become exercisable at $.001. The amount of shares of remaining Warrant Stock exercisable at $.001 per share shall be equal to the positive difference, if any, between (i) $3,010,000 divided by the VWAP of the Issuer's Common Stock for the sixty (60) Trading Days preceding the Second Determination Date and (ii) 21,500,000. Warrant Stock subject to adjustment under this Section 4(i) shall be exercised within five (5) business days following the applicable Determination Date. This Section 4(i) shall not apply and no adjustment shall be made in the event that the VWAP for the sixty (60) Trading Day period preceding the applicable Determination Date is $.14 or greater.
Warrant Adjustment. If between the date of this Agreement and the Closing Date, (i) the weighted average daily trading price of the Company’s Common Stock drops below $1.19 for more than two (2) consecutive Trading Days, and (ii) the average trading volume for each such day exceeds 100,000 shares of Common Stock, then the amount of Warrant Shares issuable under the Warrant will be increased at Closing from 4,285,715 Warrant Shares to 5,357,144 Warrant Shares.
Warrant Adjustment
