Series B Warrants. (a) To the extent that the Holder of this Note exercises Series B Warrants to receive Common Shares, the Holder may pursuant to the respective terms thereof surrender all or a portion of the Principal Amount of this Note to satisfy the exercise price therefor (a “Surrender of Notes”). In addition, in connection with any In-Kind Make Whole (as defined in the Series B Warrants), the applicable Make Whole Amount shall be added to the outstanding Principal Amount of this Note (a “Principal Accretion”). The Holder shall not be required to physically surrender this Note upon any Surrender of Notes or Principal Accretion. In lieu of physical surrender of this Note, the Holder shall accurately (i) adjust the grid schedule attached hereto as Schedule 1 to reflect any such Surrender of Notes and/or Principal Accretion or (ii) maintain such other accurate records of the outstanding Principal Amount of this Note satisfactory to the Holder, and promptly provide such adjusted grid schedule or other records to the Company. The records of the Holder shall be conclusive, final and binding on the Company absent manifest error.
Series B Warrants. The Series B Warrants shall be exercisable into a number of shares of Common Stock equal to, in the aggregate, 1.0% of the issued and outstanding Common Stock as of the date of issuance of the Warrants.
Series B Warrants. Each Series B Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such Series B Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock of the Company stated therein, at the price of $ [●] per share, subject to the adjustments provided herein; provided, however, that only whole Series B Warrants may be exercised.
Series B Warrants. Each Series B Warrant may be exercised, in whole or in part, at any time during the period commencing on the Detachment Date and ending at 5:00pm New York City time on May [●], 2018.
Series B Warrants. The documentation representing all of the ----------------- unexercised warrants delivered pursuant to the Series B Purchase Agreement held by such Holder as set forth next to such Holder's name on Schedule II. -----------
Series B Warrants. Each Buyer’s Debenture shall be accompanied by a warrant (“Series B Warrant”) to purchase a number of shares equal to 100% of the Original Principal Amount of the Debenture being purchased by such Buyer, divided by the Initial Conversion Price (as defined in the Debenture) (the “Series B Warrant Amount”). The Series B Warrants shall be in the form of the Warrant annexed hereto as Exhibit E-2, except that the “Initial Exercise Price,” as defined therein, shall equal one dollar ($1.00), subject to adjustment therein. The Series B Warrants shall contain Exercise Price adjustment provisions that are consistent with the adjustment provisions afforded to the Conversion Price of the Debenture in the Debenture and shall have a six (6) year term.
Series B Warrants. The Consenting Holder shall specify in his, her or its Joinder the number of Series B Warrants owned by the Consenting Holder. In the event that the Consenting Holder does not specify the number of Series B Warrants so owned by the Consenting Holder, the number of Series B Warrants set forth on the books and records of the Company shall be deemed to be the number of Series B Warrants owned by the Consenting Holder for all purposes of this Agreement. In the event of a discrepancy between the number of Series B Warrants specified in the Joinder and the number of Series B Warrants set forth on the books and records of the Company, the Consenting Holder acknowledges that the Consenting Holder’s Joinder will be deemed to be defective and the Company will have the right to require the Consenting Holder to correct the Joinder prior to the Expiration Date or may reject the Joinder in its entirety, in its sole discretion. The Consenting Holder acknowledges that as described in the Consent Solicitation Materials, neither the Company nor any other person shall have any obligation to notify the Consenting Holder of any error or defect in the Consenting Holder’s Joinder.
Series B Warrants. If the Series B Notes are not repaid in full by September 30, 1998, or upon the earlier occurrence of an Event of Default (as defined in the Revolving Credit Agreement) either (i) described in clause (a) or clause (b) of Section 11 of the Revolving Credit Agreement or (ii) described in clause (c) of Section 11 of the Revolving Credit Agreement and resulting from a default by the Company under Section 9.8, 9.9, 9.10 or 10.1 of the Revolving Credit Agreement, the Exercise Price of the Series B Warrants will be reset to become $.01.
Series B Warrants. In accordance with this Agreement and the Merger Agreement, Parent will pay to each Holder in exchange for each Series B Warrant owned by such Holder at the Effective Time an amount in cash equal to (x) the Adjusted Common Merger Consideration multiplied by (y) the number of shares that would have been issuable upon cashless exercise of such Warrant in accordance with Section 10 thereof immediately prior to the Effective Time (with the Current Market Price (as defined in the Series B Warrant) deemed to be equal to the Adjusted Common Merger Consideration) ((x) times (y), the “Series B Preferred Warrant Merger Consideration”, and together with the Series A Preferred Warrant Merger Consideration, the “Preferred Warrant Merger Consideration”, and the Preferred Warrant Merger Consideration together with the Preferred Share Merger Consideration, the “Preferred Merger Consideration”)). The forgoing formula will result in minimum aggregate Series B Preferred Warrant Merger Consideration payable to the Holders pursuant to this Section 2(b)(ii) of $14,178,479.51, and minimum aggregate Preferred Warrant Merger Consideration of payable to the Holders pursuant to this Section 2(b) of $31,157,714.95.
Series B Warrants. For the avoidance of doubt, the Holders hereby agrees that, (i) as of the Effective Date, except as expressly set forth herein, no further “Reset Date” shall occur under the Warrants and, accordingly, the number of the Warrant Shares issuable upon exercise of the Warrants shall no longer increase as a result of a “Reset Date” and (ii) the Exercise Price of the Series B Warrant shall remain at $0.0001 (which price shall be subject to adjustment pursuant to Section 2 of the Series B Warrant as amended hereby occurring after the Effective Date).
