Warrant Term Sheet Clause Samples
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Warrant Term Sheet. Capitalized Terms used and not otherwise defined herein shall have the meanings set forth in the Restructuring Support Agreement. Series The Company will issue two series of warrants (the “Series A Warrants” and Series B Warrants” and, together, the “Warrants”). Term The Warrants will have five year terms. Value The Series A Warrants and Series B Warrants will each represent 2.25% of the outstanding shares of Common Stock as of the Closing Date. Exercise price The exercise price of the Series A Warrants will reflect a market capitalization of $112 million. The Exercise price of the Series B Warrants will reflect a market capitalization of $140 million. Exercisability Exercise of the Warrants shall be contingent upon the receipt by the Company of Alaska tax credit certificates in a face amount of at least $25 million. The Warrants will become exercisable only in the 30 days before they expire. Adjustments to Exercise Price The exercise prices of the Warrants shall be adjusted upon customary anti-dilution events, including: • an issuance of Common Stock as a dividend or distribution to all holders of Common Stock; • a change in the total number of shares of Common Stock by way of a subdivision, combination, split, reverse split, or reclassification; • an issuance as a dividend or distribution to all holders of Common Stock of evidences of indebtedness or securities of the Company or any other person; and • payment of any tender offer or exchange offer for Common Stock in which the consideration exceeds the fair value of the Common Stock as of the open of business on the second business day preceding the expiration date of the tender offer or exchange offer. Cashless Exercise The Warrant Agreement will contain a customary cashless exercise provision. Registration Rights Holders of Warrants will be entitled to the benefit of a customary resale registration rights agreement. Listing The Company will use commercially reasonable efforts to list the Warrants and the shares issuable upon exercise of the Warrants on the Nasdaq Global Market, or whatever exchange the Company’s Common Stock is then listed on.
Warrant Term Sheet. Shares Represented 15% of the New Equity Interests, subject to dilution on account of the Management Incentive Plan and future issuances of common stock by Stone from time to time after the Consummation Date. Strike Price Strike price equal to a total equity value of reorganized Stone that implies a 100% recovery of outstanding principal to holders of the Notes Claims plus accrued interest through the Consummation Date. Maturity Four (4) years from the Consummation Date. Other Terms The agreement governing the Warrants shall contain terms and conditions, including, without limitation, basic anti-dilution protection (against stock splits, stock dividends and similar events) customary for transactions of this type and otherwise acceptable to the Company and the Required Consenting Noteholders. NONE Schedule A7
Warrant Term Sheet. Shares Represented Three series of Warrants exercisable for 20% (in the aggregate calculated as of the Plan Effective Date and including any shares issuable upon exercise of the Warrants) of the New Equity Interests exercisable solely for cash, subject to dilution on account of the Management Incentive Plan and future issuances of New Equity Interests by the Company from time to time after the Plan Effective Date. Strike Price (cash only) Series A: Total equity value that implies 80% recovery of outstanding principal to holders of the Notes Claims plus accrued interest through July 31, 2020. Series B: Total equity value that implies 95% recovery of outstanding principal to holders of the Notes Claims plus accrued interest through July 31, 2020. Series C: Total equity value that implies 110% recovery of outstanding principal to holders of the Notes Claims plus accrued interest through July 31, 2020. Scheduled Maturity Date Series A: Three (3) years from the Plan Effective Date Series B: Four (4) years from the Plan Effective Date Series C: Five (5) years from the Plan Effective Date Springing Maturity Date Warrants, if unexercised, will automatically terminate on the 15th day after the applicable series of Warrants has traded at a 35% premium to their strike price for 90 consecutive days. On the day after such a price is achieved (the “Warrant Trigger Date,” which may be a different Warrant Trigger Date with respect to each series of Warrants), the Company shall publicly disclose the occurrence of such event, along with the stated Springing Maturity Date for any unexercised Warrants. Other Terms Other terms to be agreed between the Required Consenting Noteholders and the Company. •