Extension Warrants shall have the meaning given in the Recitals hereto.
Extension Warrants means the Warrants issued to Holders as a result of the conversion of loans made by the Holders or their designees to the Company to extend the period of time of the Company has to consummate a Business Combination.
Extension Warrants means warrants in the form of the Warrants (i) to purchase 14,286 shares of Common Stock (subject to adjustment for any stock dividend, or subdivision or combination of the Common Stock), (ii) exercisable immediately following the date of issuance thereof, (iii) with an exercise price equal to $4.29 (subject to adjustment for any stock dividend, or subdivision or combination of the Common Stock), and (iv) a term of exercise ending on the same date as that of the Warrants.” Except as amended or modified by this letter, all other terms and conditions of the Note shall remain in full force and effect. If the foregoing amendment is acceptable to you, please sign in the space indicated below. This letter may be executed in counterparts. Sincerely, HOLLYWOOD MEDIA CORP. By: /s/ Mitchell Rubenstein Name: Mitchell Rubenstein Title: Chairman and Chief Executive Officer Agreed and Accepted: JMG TRITON OFFSHORE FUND LTD. By: /s/ Jonathan Glaser Name: Jonathan Glaser Title: Managing Member 2255 Glades Road • Suite 221A • Boca Raton, Florida 33431-7383 Telephone (561) 998-8000 • Fax (561) 998-2974 [HOLLYWOOD MEDIA CORP. LETTERHEAD] March 15, 2006 VIA FACSIMILE JMG Capital Partners, L.P. Attn: Jonathan Glaser, Member Manager Facsimile: (310) 601-2890 Ladies and Gentlemen: Reference is made to the 8% Senior Unsecured Note due November 23, 2006 dated November 23, 2005 (the “Note”) issued by Hollywood Media Corp. (the “Company”) to you. Capitalized terms used but not otherwise defined shall have the meanings ascribed to such terms in the Note. Pursuant to the terms of Section 6 of the Note, the Company may extend the Maturity Date for a period not to exceed six months from the original Maturity Date by delivering written notice to the Holder. Upon the execution and delivery of this letter agreement by the Company and the Holder, the Company hereby extends the Maturity Date for a period of six months from the original Maturity Date; the Maturity Date, as so extended, shall be May 23, 2007. In addition, pursuant to the terms of Section 6(b) of the Note, the Company must, within three Trading Days of the date hereof, deliver to you an Extension Warrant to purchase 14,286 shares of Company common stock. In light of the impossibility of determining the exercise price of the Extension Warrant based on the definition provided in the Note, upon extension of the Maturity Date, the Holder and the Company agree to amend the definition of Extension Warrants contained in the Note to cl...
Examples of Extension Warrants in a sentence
The Private Placement Warrants, Working Capital Warrants, and Extension Warrants will be issued in the same form as the Public Warrants.
Each of the Working Capital Warrants and Extension Warrants shall be identical to the Private Placement Warrants.
The Private Placement Warrants, Working Capital Warrants and Extension Warrants will be issued in the same form as the Public Warrants.
In addition, the Ordinary Shares issued upon exercise of the Private Placement Warrants, Working Capital Warrants and Extension Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, except to Permitted Transferees.
The Company agrees that the redemption rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants, the Working Capital Warrants or Extension Warrants.
More Definitions of Extension Warrants
Extension Warrants means the warrants that may be issued in connection with an extension of the period of time the Company has to consummate a Business Combination as set forth in the Articles (as defined below); (vi) “Public Shareholders” shall mean the holders of Ordinary Shares included in the Units issued in the Public Offering; (vii) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (viii) “Trust Account” shall mean the trust account into which the net proceeds of the Public Offering and certain proceeds from the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (ix) “Articles” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.
Extension Warrants means the warrants comprising a part of the Extension Units; (vii) “Founder Shares” shall mean the 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (up to 375,000 Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriters) outstanding immediately prior to the consummation of the Public Offering; (viii) “Initial Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares prior to the consummation of the Public Offering; (ix) “Private Placement Shares” shall mean the shares of Common Stock comprising a part of the Private Placement Units; (x)“Private Placement Units” shall mean the 375,000 units (405,000 units if the Underwriters’ overallotment option is exercised in full) of the Company, each comprised of one share of Common Stock and one-half of one warrant to purchase one share of Common Stock, that the Sponsor and the Underwriters have agreed to purchase for an aggregate purchase price of $3,750,000 ($4,050,000 if the Underwriters’ overallotment option is exercised in full) in the aggregate, or $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (xi) “Private Placement Warrants” shall mean the warrants comprising a part of the Private Placement Units and the 1,750,000 warrants to purchase one share of Common Stock, that the Sponsor has agreed to purchase for an aggregate purchase price of $1,750,000 in the aggregate, or at $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (xii) “Public Stockholders” shall mean the holders of the Offering Shares; (xiii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of Private Placement Units shall be deposited; and (xiv) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that t...
Extension Warrants means an aggregate of up to 225,000 extension warrants to purchase 225,000 shares of Common Stock, included in the Extension Units; (iv) “Extension Units” shall mean an aggregate of up to 225,000 extension units which may be purchased separately by the Sponsor or its affiliates or designees in the event the Company is unable to consummate its Business Combination within 16 months of the date of the Offering, each extension unit consisting of one Extension Share and one Extension Warrant (v) “Founder Shares” shall mean the 6,208,333 shares of the Common Stock of the Company acquired by Sponsor for an aggregate purchase price of $25,000, or approximately $0.004 per share, prior to the consummation of the Offering; (vi) “Public Stockholders” shall mean the holders of securities issued in the Offering; (vii) “Placement Shares” shall mean the shares of Common Stock sold as part of the Placement Units; (viii) “Placement Warrants” shall mean the aggregate of 1,150,000 Warrants to purchase up to an aggregate of 1,150,000 shares of the Common Stock that are acquired as part of the Placement Units; (iv) “Placement Units” shall mean the aggregate of 1,150,000 Units of the Company (each Placement Unit consists of one Placement Warrant and one Placement Share) sold in a private placement simultaneous with the Offering for an aggregate purchase price of $11,500,000 to the Sponsor; (x) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Offering, the Private Placement and the Extension Units, if any, will be deposited; (xi) “Prospectus” shall mean the prospectus included in the registration statement filed by the Company in connection with the Offering, as supplemented or amended from time to time; (xii) “Private Placement” shall mean that certain private placement transactions occurring simultaneously with the closing of the Offering pursuant to which the Company has agreed to sell 1,150,000 Placement Units to Quinpario Partners I, LLC, a Delaware limited liability company (the “Sponsor”); and (xii) “Insiders” shall mean the Sponsor and its respective members, any holder of the Placement Units or Extension Units, or its underlying securities or Founder Shares, any of their respective Permitted Transferees and each officer and director of the Company.
Extension Warrants shall have the meaning given in the Preamble.
Extension Warrants shall have the meaning set forth in the Background section.
Extension Warrants means any warrants issued to the Sponsor or its affiliates or designees in connection with additional funds deposited by the Sponsor to the Trust Account to extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination).
Extension Warrants means warrants in the form of the Warrants (i) to purchase ______shares of Common Stock (subject to adjustment for any stock dividend, or subdivision or combination of the Common Stock) [which will be 100,000 multiplied by a fraction, (A) the numerator of which is the principal amount of Notes purchased by the Holder pursuant to the Purchase Agreement and (B) the denominator of which is $7,000,000], (ii) exercisable immediately following the date of issuance thereof, (iii) with an exercise price equal to the lesser of (A) the average of the VWAP for each of the twenty (20) trading days immediately before the one-year anniversary of the Original Issue Date or (B) the exercise price for the Warrants (subject to adjustment for any stock dividend, or subdivision or combination of the Common Stock), and (iv) a term of exercise ending on the same date as that of the Warrants.