Optional Exercise. (a) Except as provided in Paragraph 1.2(b), this Warrant may not be exercised at the option of the Company. (b) The Warrant may not be exercised before June 30, 2000 at the Company's option. Thereafter, this Warrant shall be subject to mandatory exercise, in whole but not in part, at the option of the Company, if the Market Price of the Common Stock on twenty (20) consecutive trading days during the period ending within five days prior to the giving of written notice of exercise by the Company is $17.00 per share (appropriately Notwithstanding anything contained in this Warrant to the contrary, if, after giving effect to the shares of Common Stock issuable upon exercise (or partial exercise) of this Warrant pursuant to the Mandatory Exercise, Warburg would exceed the Control Threshold, then the following provisions shall apply: (i) Warburg shall use its reasonable best efforts to obtain all Required Approvals as soon as practicable following receipt of the Optional Exercise Notice, unless Warburg notifies the Company that it intends to sell or otherwise transfer shares of Common Stock so that, after giving effect to the Mandatory Exercise, it will not exceed the Control Threshold. Without limiting the generality of the foregoing, at the request of Warburg, the Company shall register the shares to be issued to Warburg pursuant to the Mandatory Exercise in the names of the partners of Warburg unless, in the opinion of counsel to the Company, such shares are not at the time of such registration freely transferable by such partners pursuant to Rule 144(k) or another similar exemption from the registration requirements of the Securities Act of 1933, as amended. (ii) In no event shall any shares of Common Stock be issued to Warburg pursuant to the Mandatory Exercise unless and until Warburg notifies the Company in writing that all Required Approvals have been obtained or that it has transferred or sold such number of shares of Common Stock such that, after giving effect to the issuance of the shares of Common Stock pursuant to the Mandatory Exercise, the Control Threshold would not be exceeded.
Appears in 1 contract
Optional Exercise. i. If, at any time after the thirty (a30) Except day anniversary of the date one or more Registration Statements (as provided defined in Paragraph 1.2(bthe Registration Rights Agreement), this Warrant may not be exercised at the option of the Company.
(b) The Warrant may not be exercised before June 30, 2000 at the Company's option. Thereafter, this Warrant shall be subject to mandatory exercise, in whole but not in part, at the option of the Company, if the Market Price of the Common Stock on twenty (20) consecutive trading days during the period ending within five days prior to the giving of written notice of exercise which have been declared effective by the Company Commission (such date, the "Effective Date"), registers all Registrable Securities (as defined in the Registration Rights Agreement), (i) the Closing Bid Price is greater than $17.00 4.75 per share (appropriately Notwithstanding anything contained in this Warrant to as adjusted for any stock splits, stock dividends, recapitalizations, combinations, reverse stock splits or other similar events during such period) on each Trading Day during the contraryten (10) consecutive Trading Days immediately preceding the Optional Exercise Notice Date (as defined below) and continuing through the Optional Exercise Date (an "Optional Exercise Measuring Period"), if(ii) on each Trading Day during the Optional Exercise Measuring Period, after giving effect to the trading volume exceeds 400,000 shares of Common Stock issuable upon (as adjusted for any stock splits, stock dividends, recapitalizations, combinations, reverse stock splits or other similar events during such period) and (iii) there has been no Equity Conditions Failure (unless the Holder has waived such Equity Conditions Failure), the Company shall have the right to require the Holder to exercise (or partial exercise) of this Warrant pursuant to the Mandatory Exercise, Warburg would exceed the Control Threshold, then the following provisions shall apply:
(i) Warburg shall use its reasonable best efforts to obtain all Required Approvals as soon as practicable following receipt of the Optional Exercise Date all or any portion of this Warrant not exceeding the amount of the then unexercised number of Warrant Shares (an "Optional Exercise") at an exercise price equal to the then applicable Exercise Price. The Company may exercise its right to require exercise of this Warrant under this Section 3(h) by delivering a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of the outstanding Series B Warrants and the Company's transfer agent (the "Optional Exercise Notice" and the date all of the holders received such notice is referred to as the "Optional Exercise Notice Date") no later than two (2) Trading Days after the applicable Optional Exercise Measuring Period. The Optional Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Optional Exercise shall occur (the "Optional Exercise Date") which date shall be at least ten (10) Trading Days after the Optional Exercise Notice Date, unless Warburg notifies and (B) the aggregate number of Warrant Shares which the Company that it intends has elected to sell or otherwise transfer shares be subject to Optional Exercise by all of Common Stock so that, after giving the holders of the outstanding Series B Warrants pursuant to this Section 3(h) (and analogous provisions under the other outstanding Series B Warrants) on the Optional Exercise Date. The Company may not effect to the Mandatory more than one (1) Optional Exercise, it will not exceed the Control Threshold. Without limiting the generality of Notwithstanding the foregoing, at nothing in this subsection shall prevent the request of Warburg, the Company shall register the shares to be issued to Warburg pursuant to the Mandatory Exercise in the names of the partners of Warburg unlessHolder from exercising this Warrant, in the opinion of counsel whole or part, prior to the Company, such shares are not at the time of such registration freely transferable by such partners pursuant to Rule 144(k) or another similar exemption from the registration requirements of the Securities Act of 1933, as amendedOptional Exercise Date.
(ii) In no event shall any shares of Common Stock be issued to Warburg pursuant to the Mandatory Exercise unless and until Warburg notifies the Company in writing that all Required Approvals have been obtained or that it has transferred or sold such number of shares of Common Stock such that, after giving effect to the issuance of the shares of Common Stock pursuant to the Mandatory Exercise, the Control Threshold would not be exceeded.
Appears in 1 contract
Sources: Warrant Agreement (Advanced Battery Technologies, Inc.)
Optional Exercise. (a) Except as provided in Paragraph 1.2(b), The Clawback Right granted under this Warrant Section may not be exercised at by a Series C Majority delivering written notice (a "CLAWBACK EXERCISE NOTICE") to ManagerCo, together with a certified check or bank cashier's check for not less than the option Clawback Price, not later than the date one (1) year after the first date that ManagerCo shall give written notice to each Holder of the Company.
(b) The Warrant may not be exercised before June 30occurrence of an Event of Default. At such time as a Series C Majority delivers a Clawback Exercise Notice to ManagerCo, 2000 at the Series C Majority shall also deliver a copy of such notice to the Company and to each other Holder. Upon delivery of a Clawback Exercise Notice by a Series C Majority and payment of the Clawback Price to ManagerCo, notwithstanding that the Company's option. Thereafterregister of members may not have been updated or that share certificates may not immediately be delivered to the Holders, this Warrant (i) the Focus Shares shall be subject deemed to mandatory have been transferred to the Holders pro rata, according to the respective number of Ordinary Shares held thereby (assuming the exercise, in whole but not in part, conversion or exchange of any Ordinary Share Equivalents) at the option date of the CompanyClawback Exercise Notice, if and each Holder shall be deemed to be the Market Price holder of record of the Common Stock on twenty applicable number of Focus Shares, and (20ii) consecutive trading days during the period ending within five days prior ManagerCo shall be deemed to have transferred all rights that it may have with respect to the giving Focus Shares, shall no longer have any rights as a holder thereof and shall promptly deliver all certificates evidencing the Focus Shares, together with duly executed instruments of transfer with respect thereto, to such Person as is designated in the Clawback Exercise Notice to represent the Holders in such respect. The Series C Majority exercising the Clawback Rights hereunder shall have a right to seek reimbursement from each other Holder for a pro rata portion of the Clawback Price paid by the Series C Majority to ManagerCo, determined according to the respective number of Ordinary Shares held by the Holders (assuming the exercise, conversion or exchange of any Ordinary Share Equivalents) at the date of the Clawback Exercise Notice. Each other Holder shall pay such pro rata portion of the Clawback Price promptly, and in any event within fifteen (15) days after receipt of written notice from the Series C Majority requesting payment thereof, payment to be made in accordance with any payment instructions as shall be set forth in such notice. Automatic Exercise. Following the occurrence of exercise by an Event of Default under Section 0, the Company is $17.00 per Clawback Right granted hereunder shall be deemed to have been automatically exercised immediately as of the time of such Event of Default. From such exercise, notwithstanding that the Company's register of members may not have been updated or that share (appropriately Notwithstanding anything contained in this Warrant certificates may not immediately be delivered to the contraryHolders, if, after giving effect to the shares of Common Stock issuable upon exercise (or partial exercise) of this Warrant pursuant to the Mandatory Exercise, Warburg would exceed the Control Threshold, then the following provisions shall apply:
(i) Warburg the Focus Shares shall use its reasonable best efforts be deemed to obtain all Required Approvals as soon as practicable following receipt of the Optional Exercise Notice, unless Warburg notifies the Company that it intends to sell or otherwise transfer shares of Common Stock so that, after giving effect Clawback Rights Agreement 4 <PAGE> have been transferred to the Mandatory ExerciseHolders pro rata, it will not exceed the Control Threshold. Without limiting the generality of the foregoing, at the request of Warburg, the Company shall register the shares to be issued to Warburg pursuant according to the Mandatory Exercise in respective number of Ordinary Shares held thereby (assuming the names exercise, conversion or exchange of the partners of Warburg unless, in the opinion of counsel to the Company, such shares are not any Ordinary Share Equivalents) at the time of such registration freely transferable by such partners pursuant the Event of Default, and each Holder shall be deemed to Rule 144(k) or another similar exemption from be the registration requirements holder of record of the Securities Act applicable number of 1933Focus Shares, as amended.
and (ii) In ManagerCo shall be deemed to have transferred all rights that it may have with respect to the Focus Shares, shall no event longer have any rights as a holder thereof and shall promptly deliver to such Person as is indicated in the Clawback Exercise Notice all certificates evidencing the Focus Shares, together with duly executed instruments of transfer with respect thereto. Promptly following ManagerCo giving notice thereto of an Event of Default under Section 0 below, each Holder shall pay ManagerCo, at the principal office of ManagerCo, or at such other office or agency as ManagerCo may designate by notice to such Holder in writing, an amount equal to such Holder's pro rata portion of the Clawback Price, determined according to the respective number of Ordinary Shares held by the Holders (assuming the exercise, conversion or exchange of any Ordinary Share Equivalents) at the date of such Event of Default. Event of Default. For purposes of this Agreement, an "EVENT OF DEFAULT" shall mean the occurrence of any of the circumstances described below, following the date hereof: (i) the Agreed Beneficial Owner shall cease to hold its full Agreed Beneficial Interest, (ii) any Person other than the Agreed Beneficial Owner shall acquire any interest in the equity securities of ManagerCo, whether directly or indirectly, or (iii) any Person other than the Agreed Beneficial Owner shall Control ManagerCo. all or any part of Focus Shares or the issued and outstanding shares of Common Stock ManagerCo shall become subject to any Encumbrance (other than any Encumbrance imposed by the Company's Memorandum and Articles of Association, this Agreement, the Shareholders Agreement or the Earnout Agreement), and such Encumbrance shall not be issued to Warburg pursuant removed within fifteen (15) days of coming into existence. ManagerCoor the Agreed Beneficial Owner institutes or consents to the Mandatory Exercise unless and until Warburg notifies institution of any proceeding under any Debtor Relief Law, or makes an assignment for the Company in writing that all Required Approvals have been obtained benefit of creditors; or that it has transferred applies for or sold such number of shares of Common Stock such that, after giving effect consents to the issuance appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of ManagerCo or the Agreed Beneficial Owner and the appointment continues undischarged or unstayed for thirty (30) calendar days; or any proceeding under any Debtor Relief Law relating to ManagerCo or the Agreed Beneficial Owner or to all or any material part of the shares property thereof is instituted without the consent thereof and continues undismissed or unstayed for thirty (30) calendar days, or an order for relief is entered in any such proceeding; or ManagerCoor the Agreed Beneficial Owner shall be in breach of Common Stock pursuant any of its obligations under this Agreement and shall not remedy such breach within fifteen (15) days after any Holder has delivered written notice to ManagerCo thereof. Clawback Rights Agreement 5 <PAGE> Notice. Promptly following the Mandatory Exerciseoccurrence of an Event of Default, and in any event within three (3) days thereafter, ManagerCo shall deliver written notice of the Control Threshold would not be exceeded.Event of Default to each of the Holders and the Company. Additional
Appears in 1 contract
Sources: Clawback Rights Agreement
Optional Exercise. i. If, at any time after the fifteenth (a15th) Except Trading Day following the date one or more Registration Statements (as provided defined in Paragraph 1.2(bthe Registration Rights Agreement), this Warrant may not be exercised at the option of the Company.
(b) The Warrant may not be exercised before June 30, 2000 at the Company's option. Thereafter, this Warrant shall be subject to mandatory exercise, in whole but not in part, at the option of the Company, if the Market Price of the Common Stock on twenty (20) consecutive trading days during the period ending within five days prior to the giving of written notice of exercise which have been declared effective by the Company Commission (such date, the “Effective Date”), registers all Registrable Securities (as defined in the Registration Rights Agreement), (i) the VWAP is greater than $17.00 7.00 per share (appropriately Notwithstanding anything contained in this Warrant as adjusted for any stock splits, stock dividends, recapitalizations, combinations, reverse stock splits or other similar events during such period) on each Trading Day during ten (10) consecutive Trading Days (which period shall not begin until after such fifteenth (15th) Trading Day) (an “Optional Exercise Measuring Period”) and (ii) there is no Equity Conditions Failure (unless the Holder has waived such Equity Conditions Failure), the Company shall have the right to require the contrary, if, after giving effect Holder to the shares of Common Stock issuable upon exercise (or partial exercise) of this Warrant pursuant to the Mandatory Exercise, Warburg would exceed the Control Threshold, then the following provisions shall apply:
(i) Warburg shall use its reasonable best efforts to obtain all Required Approvals as soon as practicable following receipt of the Optional Exercise Date all or any portion of this Warrant not exceeding the amount of the then unexercised number of Warrant Shares (an “Optional Exercise”) at an exercise price equal to the then applicable Exercise Price. The Company may exercise its right to require exercise of this Warrant under this Section 3(g) by delivering a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of the outstanding and the Company’s transfer agent (the “Optional Exercise Notice” and the date all of the holders received such notice is referred to as the “Optional Exercise Notice Date”) no later than two (2) Trading Days after the applicable Optional Exercise Measuring Period. The Optional Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Optional Exercise shall occur (the “Optional Exercise Date”) which date shall be at least ten (10) Trading Days after the Optional Exercise Notice Date, unless Warburg notifies and (B) the aggregate number of Warrant Shares which the Company that it intends has elected to sell or otherwise transfer shares be subject to Optional Exercise by all of Common Stock so that, after giving the holders of the outstanding Warrants pursuant to this Section 3(g) (and analogous provisions under the other outstanding Warrants) on the Optional Exercise Date. The Company may not effect to the Mandatory more than one (1) Optional Exercise, it will not exceed the Control Threshold. Without limiting the generality of Notwithstanding the foregoing, at nothing in this subsection shall prevent the request of Warburg, the Company shall register the shares to be issued to Warburg pursuant to the Mandatory Exercise in the names of the partners of Warburg unlessHolder from exercising this Warrant, in the opinion of counsel whole or part, prior to the Company, such shares are not at the time of such registration freely transferable by such partners pursuant to Rule 144(k) or another similar exemption from the registration requirements of the Securities Act of 1933, as amendedOptional Exercise Date.
(ii) In no event shall any shares of Common Stock be issued to Warburg pursuant to the Mandatory Exercise unless and until Warburg notifies the Company in writing that all Required Approvals have been obtained or that it has transferred or sold such number of shares of Common Stock such that, after giving effect to the issuance of the shares of Common Stock pursuant to the Mandatory Exercise, the Control Threshold would not be exceeded.
Appears in 1 contract
Optional Exercise. (a) Except as provided in Paragraph 1.2(b), The Clawback Right granted under this Warrant Section may not be exercised at by a Series C Majority delivering written notice (a "CLAWBACK EXERCISE NOTICE") to ManagerCo, together with a certified check or bank cashier's check for not less than the option Clawback Price, not later than the date one (1) year after the first date that ManagerCo shall give written notice to each Holder of the Company.
(b) The Warrant may not be exercised before June 30occurrence of an Event of Default. At such time as a Series C Majority delivers a Clawback Exercise Notice to ManagerCo, 2000 at the Series C Majority shall also deliver a copy of such notice to the Company and to each other Holder. Upon delivery of a Clawback Exercise Notice by a Series C Majority and payment of the Clawback Price to ManagerCo, notwithstanding that the Company's option. Thereafterregister of members may not have been updated or that share certificates may not immediately be delivered to the Holders, this Warrant (i) the Focus Shares shall be subject deemed to mandatory have been transferred to the Holders pro rata, according to the respective number of Ordinary Shares held thereby (assuming the exercise, in whole but not in part, conversion or exchange of any Ordinary Share Equivalents) at the option date of the CompanyClawback Exercise Notice, if and each Holder shall be deemed to be the Market Price holder of record of the Common Stock on twenty applicable number of Focus Shares, and (20ii) consecutive trading days during the period ending within five days prior ManagerCo shall be deemed to have transferred all rights that it may have with respect to the giving Focus Shares, shall no longer have any rights as a holder thereof and shall promptly deliver all certificates evidencing the Focus Shares, together with duly executed instruments of transfer with respect thereto, to such Person as is designated in the Clawback Exercise Notice to represent the Holders in such respect. The Series C Majority exercising the Clawback Rights hereunder shall have a right to seek reimbursement from each other Holder for a pro rata portion of the Clawback Price paid by the Series C Majority to ManagerCo, determined according to the respective number of Ordinary Shares held by the Holders (assuming the exercise, conversion or exchange of any Ordinary Share Equivalents) at the date of the Clawback Exercise Notice. Each other Holder shall pay such pro rata portion of the Clawback Price promptly, and in any event within fifteen (15) days after receipt of written notice of exercise by from the Company is $17.00 per share (appropriately Notwithstanding anything contained in this Warrant to the contrarySeries C Majority requesting payment thereof, if, after giving effect to the shares of Common Stock issuable upon exercise (or partial exercise) of this Warrant pursuant to the Mandatory Exercise, Warburg would exceed the Control Threshold, then the following provisions shall apply:
(i) Warburg shall use its reasonable best efforts to obtain all Required Approvals as soon as practicable following receipt of the Optional Exercise Notice, unless Warburg notifies the Company that it intends to sell or otherwise transfer shares of Common Stock so that, after giving effect to the Mandatory Exercise, it will not exceed the Control Threshold. Without limiting the generality of the foregoing, at the request of Warburg, the Company shall register the shares payment to be issued to Warburg pursuant to the Mandatory Exercise made in the names of the partners of Warburg unless, accordance with any payment instructions as shall be set forth in the opinion of counsel to the Company, such shares are not at the time of such registration freely transferable by such partners pursuant to Rule 144(k) or another similar exemption from the registration requirements of the Securities Act of 1933, as amendednotice.
(ii) In no event shall any shares of Common Stock be issued to Warburg pursuant to the Mandatory Exercise unless and until Warburg notifies the Company in writing that all Required Approvals have been obtained or that it has transferred or sold such number of shares of Common Stock such that, after giving effect to the issuance of the shares of Common Stock pursuant to the Mandatory Exercise, the Control Threshold would not be exceeded.
Appears in 1 contract
Sources: Clawback Rights Agreement (Focus Media Holding LTD)
Optional Exercise. i. If, at any time after the thirty (a30) Except day anniversary of the date one or more Registration Statements (as provided defined in Paragraph 1.2(bthe Registration Rights Agreement), this Warrant may not be exercised at the option of the Company.
(b) The Warrant may not be exercised before June 30, 2000 at the Company's option. Thereafter, this Warrant shall be subject to mandatory exercise, in whole but not in part, at the option of the Company, if the Market Price of the Common Stock on twenty (20) consecutive trading days during the period ending within five days prior to the giving of written notice of exercise which have been declared effective by the Company Commission (such date, the "Effective Date"), registers all Registrable Securities (as defined in the Registration Rights Agreement), (i) the Closing Bid Price is greater than $17.00 5.00 per share (appropriately Notwithstanding anything contained in this Warrant to as adjusted for any stock splits, stock dividends, recapitalizations, combinations, reverse stock splits or other similar events during such period) on each Trading Day during the contraryten (10) consecutive Trading Days immediately preceding the Optional Exercise Notice Date (as defined below) and continuing through the Optional Exercise Date (an "Optional Exercise Measuring Period"), if(ii) on each Trading Day during the Optional Exercise Measuring Period, after giving effect to the trading volume exceeds 400,000 shares of Common Stock issuable upon (as adjusted for any stock splits, stock dividends, recapitalizations, combinations, reverse stock splits or other similar events during such period) and (iii) there has been no Equity Conditions Failure (unless the Holder has waived such Equity Conditions Failure), the Company shall have the right to require the Holder to exercise (or partial exercise) of this Warrant pursuant to the Mandatory Exercise, Warburg would exceed the Control Threshold, then the following provisions shall apply:
(i) Warburg shall use its reasonable best efforts to obtain all Required Approvals as soon as practicable following receipt of the Optional Exercise Date all or any portion of this Warrant not exceeding the amount of the then unexercised number of Warrant Shares (an "Optional Exercise") at an exercise price equal to the then applicable Exercise Price. The Company may exercise its right to require exercise of this Warrant under this Section 3(h) by delivering a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of the outstanding Series B Warrants and the Company's transfer agent (the "Optional Exercise Notice" and the date all of the holders received such notice is referred to as the "Optional Exercise Notice Date") no later than two (2) Trading Days after the applicable Optional Exercise Measuring Period. The Optional Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Optional Exercise shall occur (the "Optional Exercise Date") which date shall be at least ten (10) Trading Days after the Optional Exercise Notice Date, unless Warburg notifies and (B) the aggregate number of Warrant Shares which the Company that it intends has elected to sell or otherwise transfer shares be subject to Optional Exercise by all of Common Stock so that, after giving the holders of the outstanding Series B Warrants pursuant to this Section 3(h) (and analogous provisions under the other outstanding Series B Warrants) on the Optional Exercise Date. The Company may not effect to the Mandatory more than one (1) Optional Exercise, it will not exceed the Control Threshold. Without limiting the generality of Notwithstanding the foregoing, at nothing in this subsection shall prevent the request of Warburg, the Company shall register the shares to be issued to Warburg pursuant to the Mandatory Exercise in the names of the partners of Warburg unlessHolder from exercising this Warrant, in the opinion of counsel whole or part, prior to the Company, such shares are not at the time of such registration freely transferable by such partners pursuant to Rule 144(k) or another similar exemption from the registration requirements of the Securities Act of 1933, as amendedOptional Exercise Date.
(ii) In no event shall any shares of Common Stock be issued to Warburg pursuant to the Mandatory Exercise unless and until Warburg notifies the Company in writing that all Required Approvals have been obtained or that it has transferred or sold such number of shares of Common Stock such that, after giving effect to the issuance of the shares of Common Stock pursuant to the Mandatory Exercise, the Control Threshold would not be exceeded.
Appears in 1 contract
Sources: Warrant Agreement (Advanced Battery Technologies, Inc.)
Optional Exercise. (a) Except as provided in Paragraph 1.2(b), The Clawback Right granted under this Warrant Section may not be exercised at by a Series C Majority delivering written notice (a "CLAWBACK EXERCISE NOTICE") to ManagerCo, together with a certified check or bank cashier's check for not less than the option Clawback Price, not later than the date one (1) year after the first date that ManagerCo shall give written notice to each Holder of the Company.
(b) The Warrant may not be exercised before June 30occurrence of an Event of Default. At such time as a Series C Majority delivers a Clawback Exercise Notice to ManagerCo, 2000 at the Series C Majority shall also deliver a copy of such notice to the Company and to each other Holder. Upon delivery of a Clawback Exercise Notice by a Series C Majority and payment of the Clawback Price to ManagerCo, notwithstanding that the Company's option. Thereafter, this Warrant shall register of members may not have been updated or that share certificates may not immediately be subject to mandatory exercise, in whole but not in part, at the option of the Company, if the Market Price of the Common Stock on twenty (20) consecutive trading days during the period ending within five days prior delivered to the giving of written notice of exercise by the Company is $17.00 per share (appropriately Notwithstanding anything contained in this Warrant to the contraryHolders, if, after giving effect to the shares of Common Stock issuable upon exercise (or partial exercise) of this Warrant pursuant to the Mandatory Exercise, Warburg would exceed the Control Threshold, then the following provisions shall apply:
(i) Warburg the Focus Shares shall use its reasonable best efforts be deemed to obtain all Required Approvals as soon as practicable following receipt have been transferred to the Holders pro rata, according to the respective number of Ordinary Shares held thereby (assuming the exercise, conversion or exchange of any Ordinary Share Equivalents) at the date of the Optional Clawback Exercise Notice, unless Warburg notifies and each Holder shall be deemed to be the Company that it intends to sell or otherwise transfer shares holder of Common Stock so that, after giving effect to the Mandatory Exercise, it will not exceed the Control Threshold. Without limiting the generality record of the foregoingapplicable number of Focus Shares, at the request of Warburg, the Company shall register the shares to be issued to Warburg pursuant to the Mandatory Exercise in the names of the partners of Warburg unless, in the opinion of counsel to the Company, such shares are not at the time of such registration freely transferable by such partners pursuant to Rule 144(k) or another similar exemption from the registration requirements of the Securities Act of 1933, as amended.
and (ii) In no event ManagerCo shall any shares of Common Stock be issued deemed to Warburg pursuant have transferred all rights that it may have with respect to the Mandatory Focus Shares, shall no longer have any rights as a holder thereof and shall promptly deliver all certificates evidencing the Focus Shares, together with duly executed instruments of transfer with respect thereto, to such Person as is designated in the Clawback Exercise unless and until Warburg notifies Notice to represent the Company Holders in writing that all Required Approvals such respect. The Series C Majority exercising the Clawback Rights hereunder shall have been obtained or that it has transferred or sold such a right to seek reimbursement from each other Holder for a pro rata portion of the Clawback Price paid by the Series C Majority to ManagerCo, determined according to the respective number of shares Ordinary Shares held by the Holders (assuming the exercise, conversion or exchange of Common Stock such that, after giving effect to any Ordinary Share Equivalents) at the issuance date of the shares Clawback Exercise Notice. Each other Holder shall pay such pro rata portion of Common Stock pursuant to the Mandatory ExerciseClawback Price promptly, the Control Threshold would not be exceeded.and in any event within fifteen
Appears in 1 contract
Sources: Clawback Rights Agreement