Amendment to the Warrants. The Issuer and Holders hereby agree that on the date hereof, each of the Warrants is hereby amended and restated so that Section 3 of each Warrant shall read as follows:
Amendment to the Warrants. In connection with the transactions contemplated by this Agreement, the Company shall reset the exercise price of the outstanding Warrants to the greater of $0.16 per share or the VWAP on the Closing Date. For purposes herein, “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b) if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company.
Amendment to the Warrants. (a) Warrants issued by the Company to the Investors in connection with the Additional Notes;
Amendment to the Warrants. Each Warrant shall be amended to (i) fix the Purchase Price (as defined in the Warrant) in the event of a reorganization, redistribution, merger or sale of assets occurring prior to December 31, 2002, and to reduce the Purchase Price on December 31, 2002, and (ii) add a put right in favor of the Holder thereunder in certain circumstances. In order to accomplish the foregoing, each Purchaser will surrender the Warrants now held by such Purchaser for cancellation in exchange for the issuance by the Company to such Purchaser of an Amended and Restated Warrant (the "AMENDED AND RESTATED WARRANT") in the form attached hereto as EXHIBIT II entitling the Purchaser to purchase upon exercise thereof, the same number of shares of Common Stock as provided for in the Warrant now held by such Purchaser.
Amendment to the Warrants. Effective as of the date of this Amendment:
Amendment to the Warrants. (a) Subject to Section 3.4, Section 2(b) of the Warrants is hereby amended and restated in its entirety to be and read as follows:
Amendment to the Warrants a. Each of the Buyers, severally and not jointly, hereby agrees with the Company that the definition of Warrant Exercise Price set forth in Section 1(b)(xv) of each of the Warrants be amended to read in its entirety as follows:
Amendment to the Warrants. In consideration for the release of the ------------------------- Escrowed Funds in accordance herewith and the other amendments effectuated hereby, the Company hereby agrees that it shall amend (i) the TiVo Inc. Stock Subscription Warrant No. VW-A-1, dated September 13, 2000, issued to the Purchaser (the "VW-A-1 Warrant") and (ii) the TiVo Inc. Stock Subscription Warrant No. VW-B-1, dated September 13, 2000, issued to the Purchaser (the "VW-B-1 Warrant" and, together with the VW-A-1 Warrant, the "VW Warrants"), to reflect certain changes in the exercise price of each VW Warrant as set forth below. The Company shall deliver to the Purchaser an amended and restated form of each warrant against delivery for cancellation of each warrant amended hereby (the "Amended Warrants"). The Amended Warrants shall be in the forms of Exhibits -------- B and C hereto. The Purchaser shall not be obligated to pay any additional - - consideration for the delivery of the Amended Warrants.
Amendment to the Warrants. The term “Exercise Price” as defined Paragraph 1(b) of the Warrants is hereby amended to state “$5.00, subject to adjustment as provided herein”. For purposes of clarity, the Exercise Price in the immediately preceding sentence was determined after giving effect to the 1:50 reverse stock split that occurred on or around April 14, 2015. The parties acknowledge and agree that the holding period for Rule 144 purposes for the Warrants commenced on the date of original issuance thereof notwithstanding the amendment to the Exercise Price contemplated hereby.
Amendment to the Warrants. Section 3(b) of the Warrants is hereby amended and replaced in its entirety with the following: "[INTENTIONALLY OMITTED]".
