TERM OF THE WARRANT AGREEMENT. Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Preferred Stock as granted herein shall commence on the Effective Date and shall be exercisable for a period of (i) seven (7) years or (ii) three (3) years from the effective date of the Company's initial public offering, whichever is longer.
TERM OF THE WARRANT AGREEMENT. Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Preferred Stock as granted herein shall commence on the Effective Date and shall be exercisable for a period of ten (10) years.
TERM OF THE WARRANT AGREEMENT. Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Preferred Stock as granted herein shall commence on the Effective Date and shall be exercisable for a period of (i) seven (7) years or (ii) three (3) years from the effective date of the Company's initial public offering ("IPO"), whichever is longer. Notwithstanding the foregoing, upon receipt by Warrantholder of a written request by the Company's underwriters, the Warrantholder shall exercise its rights to purchase Preferred Stock hereunder as of the effective date of the IPO so long as the purchase price per share is equal to or greater than the Exercise Price. The foregoing exercise at IPO is contingent upon the underwriter's notice being received by Warrantholder a minimum of ten (10) business days prior to the effective date of the IPO and if the underwriters fail to deliver such notice within the aforementioned time period, then notwithstanding anything to the contrary in this Warrant Agreement, the rights to purchase the Company's Preferred Stock shall not expire until the underwriters comply with such notice provisions. Such notice shall also contain such details of the IPO as are reasonable in the circumstances. If the IPO does not take place, the Company shall promptly notify the Warrantholder and the Warrantholder may rescind any exercise of its purchase rights promptly after such notice. In the event of such rescission, the Warrant Agreement will continue to be exercisable on the same terms and conditions contained herein.
TERM OF THE WARRANT AGREEMENT. Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Preferred Stock as granted herein shall commence on the Effective Date and shall be exercisable for a period of (i) ten (10) years or (ii) upon the effective date of the Company's Initial Public Offering (as defined below), whichever is earlier. The right to purchase Preferred Stock as set forth above shall expire, if not previously exercised, immediately upon the closing of the issuance and sale of shares of Common Stock of the Company in the Company's first public offering of securities for its own account pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Initial Public Offering"), provided however that the Preferred Stock issued to the Warrantholder upon exercise of the Warrant Agreement shall have all the identical rights, preferences and privileges of the Company's other outstanding Preferred Stock. The Company shall notify the Warrantholder if the Initial Public Offering is proposed within a reasonable period of time prior to the filing of a registration statement and if the Company fails to deliver such written notice within a reasonable period of time, anything to the contrary in this Warrant Agreement notwithstanding, the rights to purchase will not expire until ten (10) business days after the Company delivers such notice to the Warrantholder. Such notice shall also contain such details of the proposed Initial Public Offering as are reasonable in the circumstances and notice that this Warrant Agreement is expected to expire upon closing thereof. If such closing does not take place, the Company shall promptly notify the Warrantholder that such proposed transaction has been terminated. Anything to the contrary in this Warrant Agreement notwithstanding, the Warrantholder may rescind any exercise of its purchase rights promptly after such notice of termination of the proposed transaction if the exercise of warrants occurred after the Company notified the Warrantholder that the Initial Public Offering was proposed or if the exercise were otherwise precipitated by such proposed Initial Public Offering. In the event of such rescission, the Warrants will continue to be exercisable on the same terms and conditions.
TERM OF THE WARRANT AGREEMENT. Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Common Stock granted herein shall commence on the Original Effective Date and shall be exercisable until July 18, 2006. Notwithstanding the term of this Warrant Agreement fixed pursuant to the above paragraph, the right to purchase Common Stock as granted herein shall expire, if not previously exercised, immediately upon the closing of a merger or consolidation of the Company with or into another corporation when the Company is not the surviving corporation, or the sale of all or substantially all of the Company's properties and assets to any other person (a "Merger"), provided that Warrantholder realizes in such transaction a value for its shares equal to or greater than $103.80 per share of Common Stock. The Company shall notify the Warrantholder in accordance with the terms of 8(e) hereof if a Merger is proposed, and if the Company fails to deliver such written notice, then notwithstanding anything to the contrary in this Warrant Agreement, the rights to purchase the Company's Common Stock shall not expire until the Company complies with such notice provisions. Such notice shall also contain such details of the proposed Merger as are reasonable in the circumstances. If the closing of the Merger does not take place, the Company shall promptly notify the Warrantholder that such proposed transaction has been terminated, and the Warrantholder may rescind any exercise of its purchase rights promptly after such notice of termination of the proposed transaction if the exercise of this Warrant Agreement occurred after the Company notified the Warrantholder that the Merger was proposed. In the event of such rescission, this Warrant Agreement will continue to be exercisable on the same terms and conditions contained herein.
TERM OF THE WARRANT AGREEMENT. Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Preferred Stock as granted herein shall commence on the Effective Date and shall be exercisable for a period of (i) seven (7) years or (ii) three (3) years from the effective date of the Company's initial public offering, whichever is earlier. If all of the Preferred Stock is converted into shares of Common Stock in connection with a registration of the Company's Common Stock under the 1933 Act, then this Warrant shall automatically become exercisable for that number of shares of Common Stock equal to the number of shares of Common Stock that would have been received if this Warrant had been exercised in full and the shares of Preferred Stock received thereupon had been simultaneously converted into shares of Common Stock immediately prior to such event, and the Exercise Price shall be automatically adjusted to equal the amount obtained by dividing (i) the aggregate Exercise Price of the shares of Preferred Stock for this which this Warrant was exercisable immediately prior to such conversion, by (ii) the number of shares of Common Stock for which this Warrant is exercisable immediately after such conversion.
TERM OF THE WARRANT AGREEMENT. Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Nonvoting Common Stock as granted herein shall commence on the Effective Date and shall be exercisable for a period ending on the seventh (7th) anniversary of the Effective Date.
TERM OF THE WARRANT AGREEMENT. Except as otherwise provided for herein, the term of Warrant Agreement and the right to purchase a Partnership Interest as granted herein shall commence on the date of execution hereof and shall be exercisable for a period of (i) ten (10) years after the date of execution hereof, or (ii) five (5) years from the effective date of the Partnership's initial public offering, whichever occurs first. Notwithstanding the term of this Warrant Agreement fixed pursuant to this Section, the right to purchase Units as granted herein may be redeemed by the Company, if not previously exercised immediately upon any of the following events (collectively, "Redemption Events"):
(i) immediately upon the closing of the issuance and sale of shares of Common Stock of the Company in the Company's first public offering of securities for its own account pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Initial Public Offering") and provided that the underwriters request such exercise;
(ii) immediately upon the closing of a merger or consolidation of the Company with or into another entity when the Company is not the surviving entity, or the sale of all or substantially all of the Company's properties and assets to any other person (the "Merger"). Prior to any such redemption, the Partnership or its successor shall give the holder of this Warrant no less than twenty (20) days prior written notice of its intent to redeem this Warrant. Such notice shall contain information with respect to the Redemption Event giving rise to such redemption, the redemption date and the redemption price together with a description of the terms of the redemption of the Management Options. The redemption price shall be the difference between the exercise
TERM OF THE WARRANT AGREEMENT. (a) Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Preferred Stock as granted herein shall commence on the Effective Date and shall be exercisable for a period of (i) eight (8) years or (ii) three (3) years from the effective date of the Company's initial public offering, whichever is shorter.
(b) Notwithstanding the term of this Warrant fixed pursuant to Section 2(a) hereof, the right to purchase Preferred Stock as granted herein shall expire, if not previously exercised, immediately upon the closing of either the sale of all or substantially all of the assets of the Company or a merger or consolidation or reorganization of the Company as seta forth in article IV C.3.(c) of the Company's Amended and Restated Certificate of Incorporation (the "Accelerating Transaction"). The Company shall provide written notice to Warrantholder at least ten (10) days prior to the closing of the Accelerating Transaction. If Warrantholder exercises the Warrant after notice of the Accelerating Transaction and such Accelerating Transaction does not occur. Warrantholder may rescind any exercise of the purchase rights within five (5) days after notice of termination of the Accelerating Transaction.
TERM OF THE WARRANT AGREEMENT. Except as otherwise provided in this Agreement, the term of this Agreement and the right to purchase the Shares as granted in this Agreement, shall occur as follows:
