Examples of Transaction Warrant Shares in a sentence
During the period beginning one day after the three-year anniversary of the Closing Date and ending on (and including) the date that is the five-year anniversary of the Closing Date, SFX will have the right to purchase any SFX Shares and Transaction Warrant Shares, to the extent held by ID&T, for a purchase price of $50 per share (as adjusted for any stock splits, corporate reorganizations, or similar events from and after the Effective Date).
During the period beginning on the Closing Date and ending on (and including) the date that is the three-year anniversary of the Closing Date, SFX will have the right to purchase any SFX Shares and any Transaction Warrant Shares, to the extent held by ID&T at such time, for a purchase price of $35 per share (as adjusted for any stock splits, corporate reorganizations, or similar events from and after the Effective Date).
The Parties acknowledge that, subject to the Lock-up Period on the SFX Shares and the Transaction Warrant Shares, ID&T will be permitted to transfer the SFX Shares and the Transaction Warrant Shares prior to SFX’s exercise of the call rights described in this paragraph.
SFX shall use commercially reasonable efforts to register the SFX Shares and Transaction Warrant Shares for resale with the SEC and to pursue a Qualified IPO.
ID&T will not transfer any SFX Shares or Transaction Warrant Shares prior to the date that is the one-year anniversary of the earlier of (x) the date on which a Qualified IPO is consummated or (y) the Closing Date (such one-year period, the “Lock-up Period”).
If a Qualified IPO is not consummated within 19 months following the Effective Date, then ID&T shall have the right to require SFX to acquire the following for an aggregate cash purchase price of $10 million (the “Put Price”): (i) any SFX Shares that have been issued to ID&T or ID&T’s right to acquire SFX Shares, as applicable; (ii) all Transaction Warrant Shares that ID&T has acquired pursuant to exercising Transaction Warrants; and (iii) any the Transaction Options to the extent not exercised.
After the end of the Lock-up Period, ID&T will be permitted to sell the SFX Shares and the Transaction Warrant Shares, but, until a Qualified IPO occurs, only if ID&T first provides SFX with notice thereof at least 10 business days prior to any such sale.
Pursuant to the Term Sheet, ID&T granted to SFX an option to purchase the SFX Shares and the Transaction Warrant Shares issuable upon the exercise of the Transaction Warrants.
SFX and ID&T acknowledge that, subject to the Lock-up Period on the SFX Shares and the Transaction Warrant Shares, ID&T will be permitted to transfer the SFX Shares and the Transaction Warrant Shares prior to SFX’s exercise of the rights described in this Section 1.