Warrant Exchange. On the terms and subject to the conditions set forth in this Agreement, upon the Closing the Company and the Investor mutually agree to amend and restate the Old Warrant to reflect the terms and conditions of the Amended Warrant.
Warrant Exchange. (a) Immediately prior to the Redomestication, each Sponsor Person that holds Private Placement Warrants as of the date hereof shall exchange the Private Placement Warrants held by it for Purchaser Shares in the manner described in this Paragraph 5 (as to all Private Placement Warrants that are so exchanged, the “Warrant Exchange”).
Warrant Exchange. The Investor hereby exchanges all of the Warrants held by the Investor described under the caption “Investor Warrants” on the applicable signature page attached hereto for the New Warrants described under the caption “New Warrants” on such signature page. Every Warrant exchange for New Warrants is hereby irrevocably cancelled and no consideration, other than the New Warrants, is to be provided for such exchange. Investor has not heretofore exercised or attempted to exercise any of the Warrants.
Warrant Exchange. Pursuant to Section 3(a)(9) of the Securities Act, the Holder hereby agrees to convey, assign and transfer the Holder’s Warrants to the Company, in exchange for which the Company agrees to issue the Exchange Shares to the Holder. No later than the second business day after the execution and delivery of this Agreement by the Company, in connection with the Exchange, the Company shall cause its transfer agent to deliver to the Holder the Exchange Shares by electronic delivery at the applicable balance account at the Depositary Trust Company (“DTC”) in accordance with the instructions provided to the Company in writing by the Holder on the signature page of this Agreement. Effective upon the Holder’s receipt of such Exchange Shares, all of the Warrants held by the Holder will be deemed cancelled and all rights of the Holder thereunder will terminate and be deemed waived. As soon as commercially practicable following the date hereof, the Holder shall return in physical form or through book-entry transfer all certificates or book-entry notations representing the Warrants to be exchanged for the Exchange Shares.
Warrant Exchange. Parent has delivered to the Company true, correct and complete copies of the executed Warrant Exchange Agreement. The Warrant Exchange Agreement has not been amended or modified, no such amendment or modification is contemplated, and the obligations and commitments contained therein have not been withdrawn or rescinded in any respect. The Warrant Exchange Agreement is in full force and effect as of the date hereof. The Warrant Exchange Agreement constitutes the legal, valid and binding obligations of Parent and, to the knowledge of Parent, the other parties thereto. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach under the Warrant Exchange Agreement on the part of Parent or its Subsidiaries or, to the knowledge of Parent, any other parties thereto. There are no side letters or other agreements, contracts or arrangements to which Parent or any of its Affiliates is a party related to the transactions contemplated by the Warrant Exchange Agreement. 50
Warrant Exchange. In the event of a bankruptcy, liquidation, dissolution or other insolvency proceeding of the Company, whether voluntary or involuntary, the Investor shall have the option, upon notice to the Company and NTN, to exchange the Warrants held by the Investor into warrants of like tenor for twice the number of fully paid and nonassessable shares of NTN common stock for the same aggregate exercise price (as adjusted to reflect any forward or reverse stock splits, stock combinations, stock dividends, mergers or reclassifications affecting the Common Stock or the NTN common stock). The new warrant will contain equivalent terms, including an exercise price of $1.73, as adjusted. The exercise of the warrant exchange rights under this Section 5.5 shall be deemed to be the exercise of the NTN Optional Exchange (provided that the rights under this Section 5.5 may, to the extent exercisable, be exercised concurrently with the NTN Optional Exchange under Section 5.1).
Warrant Exchange. On any Exchange Date, (i) the Warrants issued to the Purchaser at the Closing will be cancelled and, in exchange, the Company will re-issue the Old Warrants previously held by the Purchaser on the same terms and conditions as such Old Warrants were previously issued.
Warrant Exchange. As of the date hereof, the Company will issue to the Investor the Exchange Warrants to subscribe for 97,329 shares of Common Stock ("Warrant Shares") at an initial exercise price of $3.71 per share, in exchange for the surrender of the Initial Warrants currently held by such Investor.
Warrant Exchange. Notwithstanding the foregoing or anything herein to the contrary, at any time (prior to the expiration of the Exercise Period) in which the Warrant Stock is not registered with the Securities and Exchange Commission (the "SEC") under an effective registration statement, the Holder may, at its option, exchange this Warrant, in whole or in part (a "Warrant Exchange"), into the number of shares of Warrant Stock determined in accordance with this Section 1.2, by surrendering this Warrant at the principal office of the Company, accompanied by the Warrant Exchange Subscription Form, in the form attached hereto as Exhibit 2, stating such Holder's intent to effect such exchange, the portion of this Warrant which the Holder wishes to be exchanged for shares of Warrant Stock and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the shares of Warrant Stock issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the rights of the Holder to purchase the balance of the shares purchasable hereunder, shall be issued as of the Exchange Date and delivered to the Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of shares of Warrant Stock (rounded to the next highest integer) equal to (i) the number of shares of Warrant Stock specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of shares of Warrant Stock equal to the quotient obtained by dividing (A) the product of the Total Number and the Exercise Price by (B) the Market Price of Common Stock on the date of the Notice of Exchange. "Market Price" means the closing price of the class of stock of which the Warrant Stock is a part on the public market on which such class of stock is predominantly traded (as of the date of this Warrant, the NASD Over-The-Counter Electronic Bulletin Board) for the trading day immediately preceding the date on which the Notice of Exchange is received by the Company. If, at the time of the Warrant Exchange, the shares of stock of which the Warrant Stock are a part are not publicly traded, the "Market Price" shall be determined by independent appraisal.
Warrant Exchange. 32 9.3 Compliance with FCC and State Commission Requirements................................32 9.4 Compliance with Purchaser's Regulatory Requirements..................................32 9.5 Transfer; Successors and Assigns.....................................................33 9.6 Titles and Subtitles.................................................................33 9.7 Notices..............................................................................33 9.8 Finder's Fee.........................................................................34 9.9 Expenses.............................................................................34
