Early Exercise Rights Sample Clauses

Early Exercise Rights. Subject to the provisions of Section 4(d) hereof, Warrant Holder shall have the following early exercise rights:
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Early Exercise Rights. (i) If, at any point during the period between November 17, 1999 and November 16, 2000 (the "First Measuring Period"), the Company receives Net Revenue (as defined in Section 4(c)) of at least $180 million (the "First Measuring Period Net Revenue Benchmark") from tickets sold during the First Measuring Period for travel on the Warrant Holder, its subsidiaries and/or on the Warrant Holder's code share partners using Warrant Holder's code (collectively, "Warrant Holder and its Code Share Partners"), the Warrant Holder will thereupon and thereafter have the right to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50% of the Shares. In the event that the Company does not achieve the First Measuring Period Net Revenue Benchmark during the First Measuring Period, the Warrant Holder will still be entitled to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50% of the Shares upon the expiration of the First Measuring Period and thereafter if, during the entire term of the First Measuring Period, Warrant Holder does not voluntarily participate in any name-your-price airline ticket service other than the Company's and its affiliates' airline ticket services.
Sample 1Sample 2Sample 3See All (4)
Early Exercise Rights. (i) The Warrant Holder will have the right at any time during the first Measuring Period (as defined in Section 4(c) below), to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to [**]% or [**]% of the Shares, as applicable, provided that, except as otherwise provided in Sections 4(b)(iii) and 4(b)(iv) hereof, (i) the right to exercise Warrants for [**]% of the Shares shall not accrue unless and until the Company has, on an aggregated basis during the first Measuring Period, received at least $[**] million of Net Revenues (as also defined in Section 4(c) below) from tickets sold during such Measuring Period for travel on the Warrant Holder, its subsidiaries and/or on the Warrant Holder's code share partners using Warrant Holder's code (collectively, "Warrant Holder and its Code Share Partners"), and (ii) the right to exercise Warrants for [**]% of the Shares shall not accrue unless and until the Company has, on an aggregated basis during the first Measuring Period, received at least $[**] million of Net Revenues from tickets sold during such Measuring Period for travel on the Warrant Holder and its Code Share Partners.
Sample 1Sample 2
Early Exercise Rights. (i) If, at any point during the period between [**] and [**] (the "First Measuring Period"), the Company receives Net Revenue (as defined in Section 4(c)) of at least $[**] million (the "First Measuring Period Net Revenue Benchmark") from tickets sold during the First Measuring Period for travel on the Warrant Holder, [**]=Confidential Treatment requested for redacted portion its subsidiaries and/or on the Warrant Holder's code share partners using Warrant Holder's code (collectively, "Warrant Holder and its Code Share Partners"), the Warrant Holder will thereupon and thereafter have the right to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50% of the Shares. In the event that the Company does not achieve the First Measuring Period Net Revenue Benchmark during the First Measuring Period, the Warrant Holder will still be entitled to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to [**]% of the Shares upon the expiration of the First Measuring Period and thereafter if, during the entire term of the First Measuring Period, Warrant Holder does not voluntarily participate in any name-your-price airline ticket service other than the Company's and its affiliates' airline ticket services.
Sample 1Sample 2
Early Exercise Rights. (i) The Warrant Holder will earn the right to exercise Warrants for the first 500,000 Shares, subject to adjustment as provided in Section 10 hereof, from and after the date during any Measuring Period (as identified in Section 4(c) hereof) that the Company has sold during such Measuring Period at least $40.66 million (for the first Measuring Period ending August 1, 2000) or $36 million (for any Measuring Period ending after August 1, 2000) of tickets issued for travel on the Warrant Holder, its subsidiaries and/or on the Warrant Holder's code share partners using Warrant Holder's code (such amount being measured by the amount paid by the Company to the Warrant Holder and its code share partners net of federal excise taxes on such amount, PFCs and related collections) ("Warrant Holder Net Fares").
Sample 1Sample 2
Early Exercise Rights. For each measuring period set forth on SCHEDULE 1 attached hereto (each a "MEASURING PERIOD"), the Holder will earn the right to exercise this Warrant for a number of Shares equal to the product of (i) 1.51778532 multiplied by (ii) the number of whole tons of Newsprint and other paper products that the Holder purchases or sells through the Company's web site exchange during such Measuring Period up to the maximum number of whole tons of Newsprint and other paper products set forth on SCHEDULE 1 for such Measuring Period, subject to adjustment as provided in the next sentence and in Sections 6 and 7. Paper products other than Newsprint shall be counted toward the maximum aggregate metric tons shown as SCHEDULE 1 as follows: as and to the extent that non-Newsprint paper products are purchased or sold by Bowater through the Company's web site exchange during a Measuring Period, Bowater shall get a credit in tons toward the maximum aggregate tons shown on SCHEDULE 1 proportionately adjusted to reflect the difference in the per-ton price for such other paper product and the per-ton price for Newsprint. The right described in this Section 2.2 shall be referred to as the "EARLY EXERCISE RIGHT." The Holder shall also have the opportunity to earn the Early Exercise Right as follows: if the Holder has listed the minimum tonnage of Newsprint and/or other paper products (adjusted as described above) set forth on SCHEDULE 1 at any time during a Measuring Period, for purposes of determining whether or not it has earned the Early Exercise Right for that Measuring Period, the Holder can carry forward from, but only from, the immediately preceding Measuring Period the amount by which actual aggregate tons of Newsprint and other paper products (adjusted as described above) sold or purchased, if any, during such immediately preceding Measuring Period exceeded the maximum aggregate metric tons shown on SCHEDULE 1 for such immediately preceding Measuring Period. For each consecutive eight (8) hours that the Company's web site is not capable of listing and executing actual transactions related to Newsprint in a manner not materially adversely different from the capability of the Company's website as of the date hereof with respect to the containerboard and printing and writing components of the Company's website, the dates on SCHEDULE 1 occurring on or after such event shall be extended by two (2) business days. The Warrant Shares as to which the Holder has earned any Early Exe...
Sample 1
Early Exercise Rights. (i) The Warrant Holder will earn the right to exercise Warrants for the first 500,000 Shares, subject to adjustment as provided in Section 10 hereof, from and after the date during any Measuring Period (as identified in Section 4(c) hereof) that the Company has sold during such Measuring Period at least $50 million of tickets issued for travel on the Warrant Holder, its subsidiaries and/or on the Warrant Holder's code share partners using Warrant Holder's code (such amount being measured by the amount paid by the Company to the Warrant Holder and its code share partners net of federal excise taxes on such amount, PFCs and related collections) ("Warrant Holder Net Fares").
Sample 1
AutoNDA by SimpleDocs
Early Exercise Rights. The Optionee may elect to exercise a portion or --------------------- all of the Option prior to the date of vesting. If the Optionee makes this election, the Company will place such Option Shares into escrow. The Option Shares will vest in the same manner that the unvested portion of the Option to which the Option Shares relate was to vest. For example, if the Optionee would be entitled to exercise a portion of the Option to purchase 10,000 shares of Common Stock on December 31, 2002, but elects to exercise that portion of the Option on December 31, 2001, then 10,000 shares of Common Stock will be placed in escrow for the Optionee until December 31, 2002, at which time the Common Stock will be released to the Optionee. In the event, prior to the end of the escrow period, (i) the Optionee's Service is terminated due to his death or Disability, (ii) the Company makes an Election to Release the Optionee from providing Service, (iii) the Company makes an Election to Terminate the Optionee's Service, or (iv) the Optionee's Service is Terminated as a result of a Corporate Transaction, any Option Shares in escrow shall be released to the Optionee, free of the vesting conditions. If the Optionee ceases to render Service for any other reason, the Company shall have the right, but not the obligation, for a period of 90 days following the cessation of Optionee's Service, to purchase some or all of the Option Shares in escrow at a price equal to the Exercise Price. If the Company fails to purchase some or all of the Option Shares in escrow, the unpurchased Option Shares shall be released to the Optionee.
Sample 1
Early Exercise Rights. For each measuring period set forth on Schedule 1 attached hereto (each a "Measuring Period"), the Holder will earn the right to exercise this Warrant for a number of Shares equal to the product of (i) 3.95 multiplied by (ii) the number of whole tons of cut sheet paper and paper stock for the Holder's advertising and catalogues ("Cut Sheet Paper") that the Holder Purchases through the Company's web site exchange during such Measuring Period up to the maximum number of whole tons of Cut Sheet Paper set forth on Schedule 1 for such Measuring Period, subject to adjustment as provided in Sections 6 and 7. The rights earned in this Section 2.2 may be exercised during the Warrant Exercise Period for such rights; provided that any right to exercise this Warrant earned pursuant to this Section 2.2 shall terminate on the fifth anniversary of the last day of the Measuring Period for which such right was earned (the "Early Expiration Date") unless exercised in full prior thereto.
Sample 1

Related to Early Exercise Rights

  • EXERCISE RIGHTS The Holder will have the right to exercise this Warrant to purchase shares of Common Stock as set forth below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Debt Settlement Agreement dated August 11, 2017 between the Company and the Holder (the “Agreement”).

  • Failure to Exercise Rights No delay in exercising, or omission to exercise, any right, power or remedy accruing to either party under the Trust Fund Grant Agreement upon any default shall impair any such right, power or remedy or be construed to be a waiver thereof or an acquiescence in such default. No action of such party in respect of any default, or any acquiescence by it in any default, shall affect or impair any right, power or remedy of such party in respect of any other or subsequent default.

  • Date on Which Exercise is Effective Each Person in whose name any certificate for Common Shares or other securities, if applicable, is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares or other securities, if applicable, represented thereon, and such certificate shall be dated the date upon which the Rights Certificate evidencing such Rights was duly surrendered in accordance with Subsection 2.2(d) (together with a duly completed Election to Exercise) and payment of the Exercise Price for such Rights (and any applicable transfer taxes and other governmental charges payable by the exercising holder hereunder) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Share transfer books of the Corporation are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Share transfer books of the Corporation are open.

  • Mandatory Exercise (a) If (i) the Price of the Common Stock is greater than 150% of the Exercise Price (as adjusted to reflect any stock split, combination, reclassification, recapitalization, exchange, stock dividend or other distribution payable in Common Stock with respect to shares of Common Stock) for sixty (60) consecutive trading days in the principal market in which the Common Stock is traded and (ii) the Company gives written notice (the "Company Notice") to the holder hereof of the satisfaction of the condition in clause (i), then within fifteen (15) days after the effective date of the Company Notice, the holder hereof shall exercise all of the Warrants. If required by this Section 5, the holder hereof agrees to exercise the Warrants, and to purchase shares of Common Stock pursuant to the terms of this Warrant Certificate. If the holder has not fulfilled its obligations to exercise the Warrants pursuant to this Section 5 within fifteen (15) days after the holder's receipt of the Company Notice, then (without limiting the Company's available remedies) (A) the obligations of holder under this Section 5 shall continue but the purchase rights otherwise represented by this Warrant Certificate shall terminate, (B) the Company may thereafter refuse, in its sole discretion, to allow holder to exercise the Warrants (including pursuant to this Section 5), (C) all obligations of the Company under Sections 0, 0, 0 xxx 0 xxxxx xxxxxxxxx, (X) no further adjustments to the Exercise Price shall be made unless the Company in its sole discretion consents in writing. Each Warrant holder's obligations under this Section 5(a) shall be subject to the expiration or termination of all waiting periods (and any extensions thereof) applicable to exercise of such holder's Warrants under the HSR Act (as defined below); provided that such holder shall have certified in writing to the Company that a filing under the HSR Act is required and provided further that such holder shall use its best efforts to cause the expiration or termination of such waiting period to occur as promptly as practicable.

  • Notice to Allow Exercise by Xxxxxx If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

  • Automatic Cashless Exercise upon Expiration In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.

  • Exercise Limitations The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other person or entity acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report, as the case may be, (B) a more recent public announcement by the Company or (C) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(d) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

  • Ownership Cap and Exercise Restriction Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder at such time, the number of shares of Common Stock which would result in such Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.9% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 13 hereof) (the "Waiver Notice") that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) days immediately preceding the expiration of the term of this Warrant.

  • Term Automatic Cashless Exercise Upon Expiration 5.1.1 This Warrant is exercisable in whole or in part, at any time and from time to time on or before the Expiration Date set forth above; provided, however, that if the Company completes its initial public offering within the 270-day period immediately prior to the Expiration Date, the Expiration Date shall automatically be extended until 270 days after the effective date of the Company’s initial public offering.

  • Xxxxxx’s Exercise Limitations The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Time is Money Join Law Insider Premium to draft better contracts faster.