Contingent Warrants. In the event that (i) the Company shall not by April 30, 1998 have filed an amended charter with the Secretary of State of Maryland increasing the number of shares of the Company's Common Stock that it is authorized to issue by at least 10 million shares and reserved such shares for issuance upon exercise of the Warrants, or (ii) the Company shall have failed to consummate the sale of the Shares or the Warrants by December 31, 1997 (or such later date as may be unanimously agreed by the parties hereto) for any reason other than a breach or default of this Agreement by the Purchasers, including a failure to pay the Aggregate Purchase Price, or the failure by the Purchasers to satisfy a condition set forth in Section 6 hereof, then, in either such event, the Company shall, for no additional consideration, issue to the Purchasers warrants to purchase an aggregate of 2,750,000 shares of the Common Stock of the Company at an exercise price of $0.60 per share and otherwise having terms substantially identical to the terms of the Warrants (the "Contingent Warrants"). The Contingent Warrants shall be issued to the Purchasers pro rata based upon the number of Shares held by each Purchaser or the number of Shares that each Purchaser would have acquired but for the failure of the Company to consummate the transactions contemplated by this Agreement, as the case may be.
Contingent Warrants. (i) Upon any redemption of shares of Class D Preferred pursuant to the terms of paragraph 4A of Part E of the Articles of Organization, the Company shall issue a warrant (collectively, the "Contingent Warrants") to each holder ------------------- of Class D Preferred. The Contingent Warrants shall be in the form of Exhibit G --------- attached to the 1996 Purchase Agreement, shall include the additional terms and conditions described on Exhibit H attached to the 1996 Purchase Agreement --------- (except that references therein to "$12.50" shall be deemed to be references to "$21.49" for purposes of this paragraph 3N) and shall otherwise be satisfactory in form and substance to the recipients thereof. The holders of the Contingent Warrants shall have the right to acquire initially the same number of shares of Class B Common into which each such holder's shares of Class D Preferred being redeemed (the "Redeemed Shares") were convertible as of the Redemption Date --------------- thereof. The initial exercise price for each share of Class B Common under the Contingent Warrants shall be equal to the Conversion Price of the Redeemed Shares as of the Redemption Date thereof, and the Contingent Warrants shall be exercisable at any time after the Redemption Date of the Redeemed Shares and shall expire (unless previously exercised) on the earlier of the tenth anniversary of the Closing or immediately following the date on which the outstanding Preferred Stock is converted into Conversion Stock pursuant to paragraph 6F of Part E of the Articles of Organization.
Contingent Warrants. The number of Contingent Warrants to be issued to Bathgate pursuant to the schedule in subparagraph (f) shall be determined as follows: (a) with respect to non-convertible debt, the number of warrants shall be equal to the sum of the number of shares of common stock that could have been purchased using the debt commitment proceeds multiplied by the applicable warrant coverage percentage (e.g., 2% or 8%); or (b) with respect to equity or convertible debt, the number of warrants shall be equal to the sum of the total number of shares issued or that would be issued upon conversion multiplied by the applicable warrant coverage percentage. For purposes of determining the "number of shares of common stock that could be purchased" the most recent ten day average of the quoted bid and the ask price of the Company's common stock shall be used; or, if the Company is a private company, the fair market value shall be the per share offering price of any offering completed by the Company within the immediately preceding three month period; or, if no current offering has been made, by the mutual agreement of the Company and Bathgate. The terms and conditions of the Warrants shall be no less favorable than those contained in any securities issued by the Company in the transaction, shall provide for a term of five years, shall contain standard anti-dilution and cashless exercise provisions; and shall also provide the holders of the Warrants with "piggy-back" and "take-along" registration rights to register the shares underlying the warrants at the Company's cost.
Contingent Warrants. (i) For each of the years 2007 and 2008 with respect to which the Surviving Corporation has revenues (which, for the purpose of this Section 1.5(c), shall not include revenues from acquisitions after the date of this Agreement except to the extent that such revenues are derived from the use of Firestone assets) exceeding the Revenue Target set forth below for such year, Parent shall issue to the holders of Company Common Stock immediately prior to the Effective Time (‘‘Effective Time Holders’’), in the aggregate, the number of warrants to purchase shares of Parent Common Stock set forth below with respect to such year: Year Revenue Target Warrants 2007 $ 20,000,000 500,000 2008 $ 30,000,000 500,000
Contingent Warrants. If the Company repays any principal amount under any Convertible Note pursuant to Section 1(b) of any Convertible Note on or before March 31, 2000 or as a result of an Event of Default (such principal amount repaid, the "Repaid Amount"), then, in connection with and at the same time as such repayment, the Company shall issue to the holder of such Convertible Note warrants in a form acceptable to such holder, initially exercisable at any time prior to the Maturity Date for the same number of shares of Common Stock (the "CW Exercise Number") as the number of shares of Common Stock into which the applicable Convertible Notes were convertible immediately prior to their repayment (the "CN Conversion Number"), and at an initial exercise price per share of Common Stock (the "CW Exercise Price") equal to the conversion price of the Convertible Notes in effect immediately prior to their repayment (the "CN Conversion Price"). The CW Exercise Number and the CW Exercise Price will be subject to adjustment on the same terms as the terms which provided for the adjustment of the CN Conversion Number and the CN Conversion Price of the Repaid Amount. The Company acknowledges that the Common Stock issued or issuable upon exercise of such warrants will constitute Registrable Securities under, and subject to the conditions stated in, the Registration Rights Agreement. The Company will use its best efforts to amend the Investment Documents as reasonably requested by the holders of a majority of the Underlying Common Stock to provide such warrants with all other rights of the Convertible Notes under the Investment Documents, including the right to designate a member and an observer of the Board.
Contingent Warrants. If the Company has not consummated a Public Equity Offering by October 1, 1998 and an Exercise Event (as defined in the Warrant Agreement) has not otherwise occurred, the Company shall issue warrants (the "Contingent Warrants") to holders of the Notes pursuant to the provisions of the Warrant Agreement, dated as of the date hereof, by and between the Company and the Initial Purchaser (the 37 "Warrant Agreement"). The Contingent Warrants shall be exercisable initially for 285,000 shares of Common Stock of the Company and shall not be transferrable separately from the Notes.
Contingent Warrants. (i) At the Closing, the Company shall issue to the Purchaser a Warrant substantially in the form of Exhibit B hereto (the "Warrant") for the --------- consideration set forth in paragraph 1B hereof. The Warrants shall provide that upon:
Contingent Warrants. In the event that the Company does not ------------------- effect a primary underwritten public offering (excluding any offering pursuant to Form S-8 under the Securities Act or any other publicly registered offering pursuant to the Securities Act pertaining to an issuance of Common Stock or securities exercisable therefor under any benefit plan, employee compensation plan, or employee or director or stock purchase plan) of its Common Stock on or prior to September 1, 1999 resulting in gross proceeds to the Company of at least $35.0 million, pursuant to Section 10.08 of the Indenture and in accordance with the terms of the Warrant Agreement between the Company and the Initial Purchaser, the Company will issue Contingent Warrants to the record Holders of Securities. Such Contingent Warrants will be exercisable for 8.0% of the Common Stock of the Company on a fully-diluted basis as of the date of such issuance after giving effect to the issuance of such Contingent Warrants.
Contingent Warrants. The Purchaser acknowledges that the Nasdaq Stock Market has indicated its intention to delist the Company’s common stock from the Nasdaq Capital Market on or after February 16, 2015, for failure to maintain minimum shareholders’ equity of at least $2,500,000 pursuant to Nasdaq listing rule 5500(b)(1) if the Company has not regained compliance with such rule by that date. The Purchaser is exercising the Existing Warrants in reliance on the Company’s prospect for regaining compliance with the minimum shareholders’ equity but recognizes that the Company can give no assurance that the proceeds of this transaction will enable the Company to regain compliance in time to prevent delisting. In consideration of this risk, the Purchaser has requested that the Company agree, and the Company hereby agrees, that (i) if the Company’s common stock is delisted from the Nasdaq Capital Market (or the Company receives notice thereof from Nasdaq) or (ii) the Company has not received notice from Nasdaq confirming that it no longer intends to delist the Company's common stock for the reason stated above, in each case on or before March 25, 2015, then at the Purchaser’s option the Company will issue to the Purchaser warrants to acquire an additional number of shares of common stock of the Company equal to 20% of the number of shares of common stock of the Company issued pursuant to the First Exercise and 20% of the number of shares of common stock of the Company issued pursuant to the Second Exercise (the “Third Closing Warrant”). Any fractional share under the Third Closing Warrant will be rounded to the nearest whole number of shares. The exercise price for each share of the Company’s common stock under the Third Closing Warrant will be the fair market value of one share of such common stock as determined under the listing rules of the Nasdaq Stock Market on the date of issuance of the Third Closing Warrant. The Purchaser will pay to the Company a purchase price of $0.125 per underlying share for the issuance of the Third Closing Warrant upon the granting of the Third Closing Warrant. The Purchaser may elect for the Third Closing Warrant to cover a number of shares of common stock of the Company that is less than the total number of shares to which it is entitled hereunder, and upon such election the purchase price thereof shall be adjusted accordingly.
Contingent Warrants. (a) If any principal amount of the Exchange PIK Notes is outstanding on the earlier of (such earlier date, the “Series II Date”) (i) December 1, 2010 or (ii) the date that the Company has paid off, defeased, satisfied and discharged or redeemed its indebtedness obligations under its Floating Rate Notes, Parent shall issue to the Investor on the Series II Date a warrant substantially in the form attached hereto as Exhibit D, which, when exercised, will entitle the Investor to acquire, subject to the Cap, a number of shares of fully paid and non-assessable Common Stock representing ten percent (10%) (such percentage to be reduced on a pro rata basis with any reduction in the principal amount of the Exchange PIK Notes as of the Series II Date) of the Common Stock outstanding as determined on the Series II Date (on a fully diluted basis, excluding the shares of Common Stock issuable upon exercise of the 2006 Warrant and the Series I Exchange Warrant and any options to purchase shares of Common Stock outstanding on the date of this Agreement, provided such options have not been repriced or otherwise modified) at a price of $0.01 per share of Common Stock (the “Series II Exchange Warrant”). By way of example, if a principal amount of $40.2 million of the Exchange PIK Notes is outstanding as of the Series II Date, Parent would issue a Series II Exchange Warrant entitling the Investor to acquire, subject to the Cap, a number of shares of fully paid and non-assessable Common Stock representing five percent (5%) of the Common Stock outstanding, as determined on the Series II Date (on a fully diluted basis, excluding the shares of Common Stock issuable upon exercise of the 2006 Warrant and the Series I Exchange Warrant and any options to purchase shares of Common Stock outstanding on the date of this Agreement, provided such options have not been repriced or otherwise modified), at a price of $0.01 per share of Common Stock.
