Common use of SALE OF WARRANT SHARES Clause in Contracts

SALE OF WARRANT SHARES. Upon any sale (whether by stock sale, merger, consolidation or otherwise) of this Warrant or Warrant Shares by the Holder, the Company shall pay in cash, within three (3) Business Days of receipt of a notice of sale from the Holder, an amount per Warrant Share underlying this Warrant or per Warrant Share equal to the Per Share Schaden Purchase Amount (as defined below); provided that such transferee of this Warrant or Warrant Shares shall not have any right to receive any Per Share Schaden Purchase Amount, including pursuant to the last paragraph of the definition of Fair Market Value. In the event of the sale of all or substantially all of the assets of the Company, the Company shall pay the Per Share Schaden Purchase Amount as to each Warrant Share underlying this Warrant or as to each Warrant Share. Any disputes regarding the Per Share Schaden Purchase Amount shall be resolved by the Holder and the Company in good faith. For purposes of this SECTION 3.3, the "PER SHARE SCHADEN PURCHASE AMOUNT" is an amount equal to the sum of: (A) the largest outstanding balance owed at any time to Xxxxxxx X. Xxxxxxx pursuant to the terms of the Subordinated Indebtedness (or the original aggregate liquidation preference, if preferred stock is issued) PLUS (B) the aggregate amount of all interest paid or accrued on the Subordinated Indebtedness (or the aggregate amount of all dividends paid or accrued, if preferred stock is issued) from the date of issuance of this Warrant through and including the date of the determination of Fair Market Value, which interest payments and accrued amounts shall be compounded annually at a rate of five percent (5.0%) (or ten percent (10%), if preferred stock is issued), which sum shall then be divided by the sum of number of shares of Common Stock outstanding on a Fully Diluted Basis. The intent of this provision is to provide Purchaser with 14% of the sum of (A) plus (B) above in the aggregate, after the adjustments provided for in SECTION 4.4(c) and subject to SECTION 4.4(d).

SALE OF WARRANT SHARES. Upon any sale (whether by stock sale, merger, consolidation or otherwise) of this Warrant or Warrant Shares by the Holder, the Company shall pay in cash, within three (3) Business Days of receipt of a notice of sale from the Holder, an amount per Warrant Share underlying this Warrant or per Warrant Share equal to the Per Share Schaden Purchase Amount (as defined below); provided that such transferee of this Warrant or Warrant Shares shall not have any right to receive any Per Share Schaden Purchase Amount, including pursuant to the last paragraph of the definition of Fair Market ValueINCLUDING PURSUANT TO THE LAST PARAGRAPH OF THE DEFINITION OF FAIR MARKET VALUE. In the event of the sale of all or substantially all of the assets of the Company, the Company shall pay the Per Share Schaden Purchase Amount as to each Warrant Share underlying this Warrant or as to each Warrant Share. Any disputes regarding the Per Share Schaden Purchase Amount shall be resolved by the Holder and the Company in good faith. For purposes of this SECTION Section 3.3, the "PER SHARE SCHADEN PURCHASE AMOUNTPer Share Schaden Purchase Amount" is an amount equal to the sum of: (A) the largest outstanding balance owed at any time to Xxxxxxx X. Xxxxxxx pursuant to the terms of the Subordinated Indebtedness (or the original aggregate liquidation preference, if preferred stock is issued) PLUS plus (B) the aggregate amount of all interest paid or accrued on the Subordinated Indebtedness (or the aggregate amount of all dividends paid or accrued, if preferred stock is issued) ), from the date of issuance of this Warrant through and including the date of the determination of Fair Market Value, which interest payments and accrued amounts shall be compounded annually at a rate of five percent (5.0%) (or ten percent (10%), ) if preferred stock is issued), which sum shall then be divided by the sum of number of shares of Common Stock outstanding on a Fully Diluted Basis. The intent of this provision is to provide Purchaser with 14% of the sum of (A) plus (B) above in the aggregate, after the adjustments provided for in SECTION 4.4(c) and subject to SECTION 4.4(d)Section 4.

SALE OF WARRANT SHARES. Upon any sale (whether by stock sale, merger, consolidation or otherwise) of this Warrant or Warrant Shares by the Holder, the Company shall pay in cash, within three (3) Business Days of receipt of a notice of sale from the Holder, an amount per Warrant Share underlying this Warrant or per Warrant Share equal to the Per Share Schaden Purchase Amount (as defined below); provided that such transferee of this Warrant or Warrant Shares shall not have any right to receive any Per Share Schaden Purchase Amount, including pursuant to the last paragraph of the definition of Fair Market ValueINCLUDING PURSUANT TO THE LAST PARAGRAPH OF THE DEFINITION OF FAIR MARKET VALUE. In the event of the sale of all or substantially all of the assets of the Company, the Company shall pay the Per Share Schaden Purchase Amount as to each Warrant Share underlying this Warrant or as to each Warrant Share. Any disputes regarding the Per Share Schaden Purchase Amount shall be resolved by the Holder and the Company in good faith. For purposes of this SECTION Section 3.3, the "PER SHARE SCHADEN PURCHASE AMOUNTPer Share Schaden Purchase Amount" is an amount equal to the sum of: (A) the largest outstanding balance owed at any time to Xxxxxxx X. Xxxxxxx pursuant to the terms of the Subordinated Indebtedness (or the original aggregate liquidation preference, if preferred stock is issued) PLUS plus (B) the aggregate amount of all interest paid or accrued on the Subordinated Indebtedness (or the aggregate amount of all dividends paid or accrued, if preferred stock is issued) from the date of issuance of this Warrant through and including the date of the determination of Fair Market Value, which interest payments and accrued amounts shall be compounded annually at a rate of five percent (5.0%) (or ten percent (10%), if preferred stock is issued), which sum shall then be divided by the sum of number of shares of Common Stock outstanding on a Fully Diluted Basis. The intent of this provision is to provide Purchaser with 14% of the sum of (A) plus (B) above in the aggregate, after the adjustments provided for in SECTION Section 4.4(c) and subject to SECTION 4.4(d)Section 4.

SALE OF WARRANT SHARES. Upon any sale (whether by stock sale, merger, consolidation or otherwise) of this Warrant or Warrant Shares by the Holder, the Company shall pay in cash, within three (3) Business Days of receipt of a notice of sale from the Holder, an amount per Warrant Share underlying this Warrant or per Warrant Share equal to the Per Share Schaden Purchase Amount (as defined below); provided that such transferee of this Warrant or Warrant Shares shall not have any right to receive any Per Share Schaden Purchase Amount, including pursuant to the last paragraph of the definition of Fair Market Value. In the event of the sale of all or substantially all of the assets of the Company, the Company shall pay the Per Share Schaden Purchase Amount as to each Warrant Share underlying this Warrant or as to each Warrant Share. Any disputes regarding the Per Share Schaden Purchase Amount shall be resolved by the Holder and the Company in good faith. For purposes of this SECTION 3.3, the "PER SHARE SCHADEN PURCHASE AMOUNT" is an amount equal to the sum of: (A) the largest outstanding balance owed at any time to Xxxxxxx X. Xxxxxxx pursuant to the terms of the Subordinated Indebtedness (or the original aggregate liquidation preference, if preferred stock is issued) PLUS (B) the aggregate amount of all interest paid or accrued on the Subordinated Indebtedness (or the aggregate amount of all dividends paid or accrued, if preferred stock is issued) from the date of issuance of this Warrant through and including the date of the determination of Fair Market Value, which interest payments and accrued amounts shall be compounded annually at a rate of five percent (5.0%) (or ten percent (10%), if preferred stock is issued), which sum shall then be divided by the sum of number of shares of Common Stock outstanding on a Fully Diluted Basis. The intent of this provision is to provide Purchaser with 14% of the sum of (A) plus (B) above in the aggregate, after the adjustments provided for in SECTION 4.4(c) and subject to SECTION 4.4(d)4.