Warrants; Registration Rights Agreement. The Parties hereby acknowledge and agree that those certain warrants represented by Warrant Certificate Nos. “GCEH-001,” “GCEH II-001,” “SUSO-001,” and “GCEH-027” (collectively, the “Warrants”) and that certain Registration Rights Agreement, dated as of August 5, 2022, by and between the Company and ExxonMobil Renewables shall be immediately and automatically terminated as of the Effective Date, without payment of any additional consideration therefor. Without limiting the generality of the preceding, following the Effective Date, neither ExxonMobil Renewables nor any of its affiliates shall have any surviving rights under the Warrants, and no equity interest (or rights to purchase equity interest) in the Company or its subsidiaries whatsoever solely by virtue of the Warrants. ExxonMobil further authorizes the Company to file a post-effective amendment to Registration Statement no. 333-267656 (or a separate registration statement or supplement thereto) to remove ExxonMobil as a selling shareholder thereunder.
Warrants; Registration Rights Agreement. (i) On or before the funding date of the Incremental Tranche A-1 Loans, the Incremental Tranche A-2 Loans, the Incremental Tranche B Loans and the Incremental Tranche C Loans, as applicable, the Borrower shall issue Warrants, substantially in the form of Exhibit G, to the applicable Lenders or their Affiliates in the amounts set forth on Schedule 4.02(e).
(ii) On or before the funding date of the Incremental Tranche A-1 Loans, the Borrower and the Incremental Tranche A-1 Lenders or their Affiliates shall execute a Registration Rights Agreement, substantially in the form of Exhibit H (the “Registration Rights Agreement”).
(iii) On or prior to the funding date of each of the Incremental Tranche A-2 Loans, the Incremental Tranche B Loans and the Incremental Tranche C Loans, the Incremental Tranche A-2 Lenders, the Incremental Tranche B Lenders or the Incremental Tranche C Lenders, as applicable, or their respective Affiliates, shall sign a joinder to the Registration Rights Agreement in order to become bound by, and for the Warrants issued in connection with the Incremental Tranche A-2 Loans, the Incremental Tranche B Loans and the Incremental Tranche C Loans, as applicable, to be subject to, the Registration Rights Agreement.
Warrants; Registration Rights Agreement. The Borrower shall have executed, issued and delivered the Warrant and the Registration Rights Agreement to the initial Lenders.
Warrants; Registration Rights Agreement. Receipt by the Administrative Agent on behalf of the Term B Lenders of the executed counterparts of the Registration Rights Agreement and the Warrants, properly executed by a Responsible Officer of TRM.
Warrants; Registration Rights Agreement. Guarantor shall have issued to Agent detachable Warrants in form and substance acceptable to Agent and executed and delivered the Registration Rights Agreement.
Warrants; Registration Rights Agreement. The Noteholders shall have received warrants, in the form of Exhibit A (the “Warrants”) and a duly executed copy of the Registration Rights Agreement, in the form of Exhibit B (the “Registration Rights Agreement”). Upon the satisfaction or waiver by the Majority Noteholders of the conditions set forth in this Section 5, the Noteholders severally, and not jointly, agree to fund the respective principal amounts of Loans to the Borrower set forth on Annex B for each such Noteholder.
Warrants; Registration Rights Agreement. (a) At the Effective Time, NewCo shall assume all obligations under the warrants set forth in Section 3.2(b) to the N2K Disclosure Schedule and Section 4.2 (b) to the CDnow Disclosure Schedule (the "Warrants"), and the holders of the Warrants thereafter shall have the right to acquire, on the same pricing and payment terms and conditions as are currently applicable under the Warrants, the same number of shares of NewCo Common Stock as the holder(s) of the Warrants would have been entitled to receive pursuant to the N2K Merger or the CDnow Merger, as the case may be, had each such holder exercised such holder's Warrant in full immediately prior to the Effective Time (rounded downward to the nearest whole number), at the price per share (rounded downward to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of N2K Common Stock or CDnow Common Stock, as the case may be, purchasable pursuant to such Warrant immediately prior to the Effective Time divided by (ii) the number of full shares of NewCo Common Stock deemed purchasable pursuant to such Warrant in accordance with the foregoing.
(b) At the Effective Time, N2K and CDnow shall cause NewCo to offer to enter into registration rights agreements (the "NewCo Registration Rights Agreements") with the various parties listed on Section 5.23(b) of the N2K Disclosure Schedule or, in lieu thereof, with any parties who are entitled to benefit from the registration rights created in such agreements as a result of transfers from the initial or listed holders. The various NewCo Registration Rights Agreements to be entered into with such parties shall be substantially similar (to the extent practicable) in effect to those provisions of the agreements which are identified on Section 5.23(b) of the N2K Disclosure Schedule and which relate to registration rights affecting the N2K Common Stock of such parties. Pursuant to the NewCo Registration Rights Agreements, NewCo will provide registration rights to the shareholders who are parties to such agreements with respect to all shares of NewCo issued in the N2K Merger on account of the shares of N2K Common Stock covered by registration rights immediately prior to the N2K Merger.
(c) At the Effective Time, CDnow and N2K shall cause NewCo to enter into a Registration Rights Agreement (the "NewCo Registration Rights Agreement") substantially similar (to the extent practicable) to the Investor Rights Agreement dated as of July 15, 1997 by and among CDn...
Warrants; Registration Rights Agreement. The Agent and the Lenders shall have received a fully-executed copy of the (i) Warrants issued by the Borrower on the Closing Date and (ii) Registration Rights Agreement, in each case, in form and substance satisfactory to the Lenders.
Warrants; Registration Rights Agreement. (a) Simultaneously with the purchase and sale of the Debentures, the Company shall grant, issue, and deliver to Tandem its Stock Purchase Warrant for the purchase of 240,000 shares of Common Stock of the Company and to Argosy its Stock Purchase Warrant for the purchase of 60,000 shares of Common Stock of the Company, in each case with an exercise price of $4.25 per share, dated the Closing Date (as defined in Section 1.3 below) and substantially in the form attached hereto as Exhibit A-2 (the "Warrants") and an accompanying Registration Rights Agreement, dated the Closing Date, by and among the Company, Tandem, and Argosy, and substantially in the form attached hereto as Exhibit A-3 (the "Registration Rights Agreement").
Warrants; Registration Rights Agreement. (a) Simultaneously with the purchase and sale of the Debentures, the Company shall grant, issue, and deliver to Purchaser its Stock Purchase Warrant for the purchase of 525,000 shares of Common Stock of the Company, with an exercise price of $2.75 per share, dated the Closing Date (as defined in Section 1.3 below) and substantially in the form attached hereto as Exhibit A-2 (the "Warrant") and an accompanying Registration Rights Agreement, dated the Closing Date, by and between the Company and Purchaser, and substantially in the form attached hereto as Exhibit A-3 (the "Registration Rights Agreement").
