Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during the applicable Exercise Period (as defined below) to receive from the Company, that number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon the exercise of such Warrants, less that number of Warrant Shares equal to the quotient of (a) the product of (i) the Gross Number and (ii) the Exercise Price (as defined below) then in effect for such Warrants and (b) the Market Price of the Warrant Shares on the business day immediately preceding the date the Warrants are presented for exercise. The exercise price for each Series A Warrant (the “Series A Exercise Price”) shall initially be $18.36 per share, subject to adjustment pursuant to the terms hereof. The exercise price for each Series B Warrant (the “Series B Exercise Price”) shall initially be $32.40 per share, subject to adjustment pursuant to the terms hereof. Each of the Series A Exercise Price and the Series B Exercise Price may be referred to herein generically as an “Exercise Price.” For the avoidance of doubt, Warrants may be exercised solely on a net basis in the manner set forth in the immediately preceding sentence, and no Investor shall be required, or permitted, to pay any cash in connection with the exercise of Warrants. Each Warrant not exercised during the Exercise Period shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants, except as otherwise expressly provided herein. The Series A Warrants shall be exercisable for a period (the “Series A Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2008. The Series B Warrants shall be exercisable for a period (the “Series B Exercise Period” and, together with the Series A Exercise Period, an “Exercise Period”) commencing on their date of issuance and expiring at 5:00 p.m., New York time, on June 9, 2015. Notwithstanding the foregoing or anything else in this Agreement to the contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the extent that such exercise, when taken together with all other exercises of Series B Warrants during the twelve (12) months immediately preceding such exercis...
Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised commencing on the date of issuance of the Warrants and until 5:00 p.m., Eastern Time, on the Maturity Date of the Notes (such date being referred to in this Agreement as the “Expiration Date”), to receive from the Company the number of fully paid and nonassessable Warrant Shares (and such other consideration) that the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. Each Warrant not exercised prior to 5:00 p.m., Eastern Time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants, except as otherwise expressly provided herein.
Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised commencing on the date of issuance of the Warrants and until 5:00 p.m., New York time, on October 22, 2009 (the "Expiration Date"), to receive from DIMAC Holdings the number of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. Each Warrant not exercised prior to 5:00 p.m., New York time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants, except as otherwise expressly provided herein.
Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time prior to 5:00 p.m. (EST) on August 31, 2008, to receive from the Company the number of fully paid and nonassessable Warrant Shares and any other capital stock of the Company issuable upon exercise of the Warrant as provided for in Section 10(a) ("Additional Warrant Shares") which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as hereinafter defined) then in effect for such Warrant Shares (if such exercise is not a Cash-Less Exercise (as hereinafter defined). Each Warrant not exercised prior to 5:00 p.m. (EST) on August 31, 2008 shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.
Warrants; Exercise of Warrants. Subject to the terms of this Warrant, the holder of the Warrants shall have the right, which may be exercised at any time prior to the Expiration Date, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on such exercise and payment of the Exercise Price then in effect for such Warrant Shares. No adjustments as to dividends will be made upon exercise of the Warrants. This Warrant may be exercised upon surrender hereof to the Company at its office designated for such purpose (the address of which is set forth in Section 8) with the form of election to purchase attached hereto duly filled in and signed, upon payment to the Company of the Exercise Price per Warrant Share, for the number of Warrant Shares in respect of which this Warrant is then exercised. Payment of the aggregate Exercise Price shall be made (a) in cash or by certified or bank cashier's check payable to the order of the Company, or (b) by delivery to the Company of that number of shares of Common Stock having a Fair Market Value (as hereinafter defined) equal to the then applicable Exercise Price multiplied by the number of Warrant Shares then being purchased. In the alternative, this Warrant may be exercised on a net basis, such that, without the exchange of any funds, the holder of this Warrant receives that number of Warrant Shares subscribed to less that number of shares of Common Stock having an aggregate Fair Market Value at the time of exercise
Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time during the period commencing on the first anniversary of the date hereof and ending at 5:00 p.m., New York City time, on the date which is five years after the date hereof (the "Expiration Date"), to receive from the Company the number --------------- of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as defined below) for such Warrant Shares. Each Warrant not exercised prior to 5:00 p.m., New York time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants, except as otherwise expressly provided herein. The price at which each Warrant shall be exercisable (the "Exercise -------- Price") shall be equal to $12.00.
Warrants; Exercise of Warrants. The Warrants shall vest and become exercisable (at an initial exercise price per Warrant Share equal to $1.83), and Warrant Certificates shall be issued only, in increments as follows:
Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time or from time to time during the applicable Exercise Period (as defined below) to receive from the Company the number of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, each Holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Holder receives that number of Warrant Shares (and such other consideration) otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate Current Market Value (as defined in Section 9) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares. Each Warrant not exercised during the Exercise Period shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants, except as otherwise expressly provided herein. Any Holder of Warrants, other than The Yucaipa Companies and its Affiliates, may elect by written notice to the Company to have the right to receive shares of Class B Common Stock, par value $.01 per share (the "Class B Common Stock"), upon exercise of its Warrants and in such case, references
Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised commencing on the date hereof, to receive from Holding the number of fully paid and nonassessable Warrant Shares (and such other consideration) which the Holder may at the time be entitled to receive upon exercise of the Warrants and payment of the Exercise Price (as defined below) then in effect for such Warrant Shares. No adjustments as to dividends will be made upon exercise of the Warrants, except as otherwise expressly provided herein. The price at which each Warrant shall be exercisable (the "Exercise Price") shall initially be $.01 per share, subject to adjustment pursuant to the terms hereof. A Warrant may be exercised upon surrender to Holding at its office designated for such purpose (as provided for in Section 13 hereof) of the Warrant Certificate or Certificates to be exercised with the form of election to purchase attached thereto duly completed and signed, and upon payment to Holding of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made either (a) by delivering to Holding the aggregate Exercise Price in cash or by certified or official bank check payable to the order of Holding, (b) if the Holder or one of its Affiliates is also a Holder of a Note and instructs Holding by so specifying in the notice of exercise submitted to Holding, by applying the payment of the aggregate Exercise Price against the outstanding principal balance of the Note held by such Holder or its Affiliate ("Offset Exercise"), or (c) by deducting from the number of Warrant Shares to be received by the exercising Holder that number of Warrant Shares which has an aggregate Specified Value (as hereinafter defined) on the date of exercise equal to the aggregate Exercise Price for all shares as to which the Warrant is then being exercised ("Net Exercise"). Subject to the provisions of Section 6 hereof, upon such surrender of Warrant Certificates and payment of the Exercise Price or Offset Exercise or Net Exercise of the Warrants, Holding shall issue and cause to be delivered, as promptly as practicable, to or upon the written order of the Holder and in such name or names as such Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants (and such other consideration as may be deliverable upon exercise ...
Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, at any time after the earlier to occur of (1) the 75th day after termination of the Agreement and Plan of Reorganization and Merger dated as of the date hereof by and among ValueVision, the Company and X-X Holdings Corp. (the "Merger Agreement") and (2) a default under the $10.0 million Demand Promissory Note between ValueVision and the Company dated as of the date hereof (the "Demand Note"), each holder of the Warrants shall have the right, which may be exercised commencing at the opening of business on the foregoing date and until the earlier of (i) 5:00 p.m., New York City time, on January 5, 2003 and (ii) the occurrence of a Termination Event (as defined below) (the "Exercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment to the Company of the Exercise Price (as defined below) then in effect for such Warrant Shares. Each Warrant not exercised prior to the earlier of (i) 5:00 p.m., New York City time, on January 5, 2003 and (ii) the occurrence of a Termination Event, shall become null and void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.
