Common use of Zero Consideration Issuance Protection Rights Clause in Contracts

Zero Consideration Issuance Protection Rights. Harbinger, on behalf of itself and its Entity Affiliates, agrees that any Harbinger Zero Consideration Rights shall terminate and be of no further force or effect upon (i) the consummation of a Qualified IPO, unless and to the extent that Harbinger and Pinnacle mutually agree in writing that such rights should not be terminated upon the consummation thereof, or (ii) the conversion of all Series V Preferred Shares and Class VI Preferred Shares in a Qualifying Conversion. Harbinger, on behalf of itself and its Entity Affiliates, further agrees that (i) neither the issuance nor exercise of the Pinnacle Option, any Pinnacle Backstop Warrant, any Additional Backstop Warrant, any Alternate Backstop Warrant, any May 2013 Warrant or any Alternate May 2013 Warrant is a zero consideration issuance and (ii) neither such issuance or such exercise shall give rise to any anti-dilution adjustment, zero consideration adjustment or other similar anti-dilution or zero consideration equity adjustment or equity issuance rights in favor of Harbinger or any of its Entity Affiliates.

Zero Consideration Issuance Protection Rights. Harbinger, on behalf of itself and its Entity Affiliates, agrees that any Harbinger Zero Consideration Rights shall terminate and be of no further force or effect upon (i) the consummation of a Qualified IPO, unless and to the extent that Harbinger and Pinnacle mutually agree in writing that such rights should not be terminated upon the consummation thereof, or (ii) the conversion of all Series V Preferred Shares and Class VI Preferred Shares in a Qualifying Conversion. Harbinger, on behalf of itself and its Entity Affiliates, further agrees that (i) neither the issuance nor exercise of the Pinnacle Option, any Pinnacle Backstop Warrant, any Additional Backstop Warrant, any Alternate Backstop Warrant, any May 2013 Warrant, any Alternate May 2013 Warrant, any November 2013 Warrant, any Alternate November 2013 Warrant, any January 2014 Warrant, any Alternate January 2014 Warrant, any April 2014 Warrant or any Alternate May 2013 April 2014 Warrant is a zero consideration issuance and (ii) neither such issuance or such exercise shall give rise to any anti-dilution adjustment, zero consideration adjustment or other similar anti-dilution or zero consideration equity adjustment or equity issuance rights in favor of Harbinger or any of its Entity Affiliates.”

Zero Consideration Issuance Protection Rights. Harbinger, on behalf of itself and its Entity Affiliates, agrees that any Harbinger Zero Consideration Rights shall terminate and be of no further force or effect upon (i) the consummation of a Qualified IPO, unless and to the extent that Harbinger and Pinnacle mutually agree in writing that such rights should not be terminated upon the consummation thereof, or (ii) the conversion of all Series V Preferred Shares and Class VI Preferred Shares in a Qualifying Conversion. Harbinger, on behalf of itself and its Entity Affiliates, further agrees that (i) neither the issuance nor exercise of the Pinnacle Option, any Pinnacle Backstop Warrant, any Additional Backstop Warrant, any Alternate Backstop Warrant, any May 2013 Warrant, any Alternate May 2013 Warrant, any November 2013 Warrant or any Alternate May November 2013 Warrant is a zero consideration issuance and (ii) neither such issuance or such exercise shall give rise to any anti-dilution adjustment, zero consideration adjustment or other similar anti-dilution or zero consideration equity adjustment or equity issuance rights in favor of Harbinger or any of its Entity Affiliates.”

Zero Consideration Issuance Protection Rights. Harbinger, on behalf of itself and its Entity Affiliates, agrees that any Harbinger Zero Consideration Rights shall terminate and be of no further force or effect upon (i) the consummation of a Qualified IPO, unless and to the extent that Harbinger and Pinnacle mutually agree in writing that such rights should not be terminated upon the consummation thereof, or (ii) the conversion of all Series V Preferred Shares and Class VI Preferred Shares in a Qualifying Conversion. Harbinger, on behalf of itself and its Entity Affiliates, further agrees that (i) neither the issuance nor exercise of the Pinnacle Option, any Pinnacle Backstop Warrant, any Additional Backstop Warrant, any Alternate Backstop Warrant, any May 2013 Warrant, any Alternate May 2013 Warrant, any November 2013 Warrant, any Alternate November 2013 Warrant, any January 2014 Warrant or any Alternate May 2013 January 2014 Warrant is a zero consideration issuance and (ii) neither such issuance or such exercise shall give rise to any anti-dilution adjustment, zero consideration adjustment or other similar anti-dilution or zero consideration equity adjustment or equity issuance rights in favor of Harbinger or any of its Entity Affiliates.”