Examples of Warrantholders Agreement in a sentence
Fair market value, on a per-share basis, shall be deemed to be (i) the initial offering price of the Common Stock to the public in a Qualified Public Offering; and (ii) if the Common Stock is not publicly held or traded, "fair market value" shall mean the Per Share Net Equity Value of the Company as determined pursuant to Section 5.03 of the Warrantholders' Agreement.
The Holder of this Warrant Certificate shall be entitled to the rights and subject to the terms and conditions of the Preferred Stockholders' Agreement and Warrantholders' Agreement, and in the event of any inconsistency between the terms hereof and the terms of the Preferred Stockholders' Agreement or the Warrantholders' Agreement, as the case may be, the terms of the Preferred Stockholders' Agreement or the Warrantholders' Agreement shall control.
Without limiting the generality of the foregoing, this Warrant Certificate and the Warrants represented hereby are subject to the "put" and "call" provisions of Article V of the Warrantholders' Agreement which are incorporated herein by reference.
By: /s/ Xxxxxx Xxxxxxx ------------------------- Name: Xxxxxx Xxxxxxx Title: President EXHIBIT 1 NOTICE OF EXERCISE TO: _____________ [Collective Exercise] The undersigned, constituting the Requisite Holders, hereby elect to exercise all of the Warrants contemplated by a certain Warrantholders' Agreement dated as of June 6, 1995, as amended.
By: /s/ Xxxxxx Xxxxxxx ------------------------------------ Name: Xxxxxx Xxxxxxx Title: President EXHIBIT 1 NOTICE OF EXERCISE TO: _____________ [Collective Exercise] The undersigned, constituting the Requisite Holders, hereby elect to exercise all of the Warrants contemplated by a certain Warrantholders' Agreement dated as of June 6, 1995, as amended.
The Purchaser Common Stock to be issued pursuant to the Warrants shall, when issued, (i) be duly authorized, validly issued, fully paid and non-assessable and free of liens and Encumbrances, (ii) be free and clear of any transfer restrictions, liens and Encumbrances, except for the restrictions on transfer in the Warrantholders' Agreement, and (iii) not be subject to any pre-emptive rights created by statute, the certificate of incorporation of the Purchaser or the Bylaws of the Purchaser.
The Holder of this Warrant shall have such registration rights for the Warrant Shares as provided in the Warrantholders Agreement.
Agreement" means that certain Warrantholders' Agreement, dated as of June 6, 1995, by and among the Corporation, the Subsidiaries of the Corporation party thereto, the Original Investors, the New Investors and the Management Investors, as amended by the First Amendment to Warrantholders' Agreement dated as of May 19, 1997, and as thereafter amended from time to time.
Except as provided herein, the Warrantholders' Agreement shall remain unchanged and in full force and effect.
EXHIBIT 1 NOTICE OF EXERCISE TO: [Collective Exercise] The undersigned, constituting the Requisite Holders, hereby elect to exercise all of the Warrants contemplated by a certain Warrantholders' Agreement dated as of June 6, 1995, as amended.