Issuance of Additional Warrants Clause Samples

Issuance of Additional Warrants. Paragraph 1.4 of the Agreement is modified to read in its entirety as follows:

Issuance of Additional Warrants. If the Company shall at any time effect a recapitalization, reclassification or other similar transaction of such character that the shares of Common Stock shall be changed into or become exchangeable for a smaller number of shares (a "Reverse Stock Split"), then on the date of such Reverse Stock Split, and on each one year anniversary (each, an "Anniversary Date") of the Reverse Stock Split thereafter throughout the term of the Commitment Warrants, the Company shall issue to ▇▇▇▇▇▇ additional warrants (the "Additional Warrants"), in the form of Exhibit A, to purchase a number of shares of Common Stock, if necessary, such that the sum of the number of Warrants and the number of Additional Warrants issued to ▇▇▇▇▇▇ shall equal at least 4.0% of the number of fully diluted shares of Common Stock of the Company that are outstanding immediately following the Reverse Stock Split or Anniversary Date, as applicable. The Additional Warrants shall be exerciseable at the same price as the Commitment Warrants, shall have the same reset provisions as the Commitment Warrants, shall have piggyback registration rights and shall have a 5-year term.

Issuance of Additional Warrants. On each six month anniversary of the date of execution by the Company and the Investor of the initial Commitment Warrants (each, a "Six Month Anniversary Date") continuing throughout the term of the Commitment Warrant, the Company shall issue to the Investor additional warrants (the "Additional Warrants"), to purchase a number of shares of Common Stock, if necessary, such that the sum of the number of Commitment Warrants and the number of Additional Warrants issued to Investor shall equal at least "Y%" of the number of fully diluted shares of Common Stock of the Company on such Six Month Anniversary Date (not including any shares issued or issuable to Swartz), where "▇" ▇▇all equal 4.0% for the first Six Month Anniversary Date, and shall be reduced by 0.5% for each Six Month Anniversary Date beginning on and following the second Six Month Anniversary Date. The Additional Warrants shall be in the form of EXHIBIT A hereto, and shall initially be exerciseable at the same price as the Commitment Warrants (as most recently reset), shall have the same reset provisions as the Commitment Warrants (which resets shall occur on each six month anniversary of the date of issuance of the applicable Additional Warrant throughout the term of the applicable Additional Warrant), shall have registration rights as set forth in the Amended and Restated Registration Rights Agreement dated April 4, 2001 between the Company and the Investor, and shall have a 5-year term.

Issuance of Additional Warrants. At the earlier of (i) June 19, 2001 or (ii) the date of the first Put Notice delivered to Investor pursuant to the Investment Agreement, Investor shall receive additional warrants (the "Additional Warrants"), to purchase a number of shares of Common Stock, if necessary, such that the sum of the number of Commitment Warrants and the number of Additional Warrants issued to Investor shall equal at least 4.5% of the number of fully diluted shares of Common Stock of the Company that are then outstanding. If the Company shall at any time effect a recapitalization, reclassification or other similar transaction of such character that the shares of Common Stock shall be changed into or become exchangeable for a SMALLER number of shares (a "Reverse Stock Split"), then on the date of such Reverse Stock Split, and on each one year anniversary (each, an "Anniversary Date") of the Reverse Stock Split thereafter throughout the term of the Commitment Warrants, the Company shall issue to Investor additional warrants (the "Additional Warrants"), in the form of EXHIBIT A, to purchase a number of shares of Common Stock, if necessary, such that the sum of the number of Warrants and the number of Additional Warrants issued to Investor shall equal at least 4.5% of the number of fully diluted shares of Common Stock of the Company that are outstanding immediately following the Reverse Stock Split or Anniversary Date, as applicable. The Additional Warrants shall be exerciseable at the same price as the Commitment Warrants, shall have the same reset provisions as the Commitment Warrants, shall have piggyback registration rights and shall have a 5-year term.

Issuance of Additional Warrants. If the Company issues (i) shares of Common Stock for a consideration per share less than the current Fair Market Value per share of the Company’s Common Stock on the date the Company fixes the offering price of such additional shares, (ii) any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(a) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current Fair Market Value per share on the date of issuance of such securities, or (iii) otherwise distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current Fair Market Value per share on the record date for determining holders entitled to the distribution of rights, options or warrants, each holder of Warrants shall be entitled to purchase from the Company, and the Company shall sell to such holder, additional warrants to purchase the number of shares (the “Additional Warrant Shares”) of Class C Common Stock (the “Additional Class C Warrants”) that such holder would have been entitled to purchase if such holder had exercised its preemptive rights in full under Section 19 of the Sixth Amended and Restated Stockholders Agreement with respect to the number of shares of Common Stock underlying the Warrants. The price paid by each holder of Warrants for the Additional Warrants shall equal the product of (x) $0.01 and (y) the number of Additional Warrant Shares underlying such Additional Class C Warrants, and the exercise price per share shall equal the offering price, exercise price or consideration per share of Common Stock, as applicable, issued or issuable (upon conversion or exercise, as applicable) by the Company. This Section 10 shall not be applicable, and shall have no effect, with respect to any Warrants that have been registered in connection with a Demand Registration pursuant to Section 10 of the Sixth Amended and Restated Stockholders Agreement or a Piggyback Registration pursuant to Section 11 of the Sixth Amended and Restated Stockholders Agreement.

Issuance of Additional Warrants. On timely exercise of the Outstanding Warrants on each of the dates specified in this Agreement, the Company agrees to issue new warrants to Holder to acquire the same number of shares of Common Stock then acquired, such new warrants to have an exercise price of $8.75 per share of Common Stock (the "$8.75 Warrants"). The $8.75 Warrants shall be exercisable at any time after August 1, 1997, and prior to the close of business on April 16, 2003. The $8.75 Warrants shall be in the form attached hereto as Exhibit "A" and incorporated herein by this reference.

Issuance of Additional Warrants. Notwithstanding anything herein, the Issuer shall not be required to issue more than an aggregate of 155,000,000 additional Series A Warrants, 283,000,000 additional Series B Warrants and 562,000,000 additional Series C Warrants in connection with all exercises of the Participation Right and/or the Top-up Right or such greater number of additional Series A Warrants, Series B Warrants and Series C Warrants approved in accordance with applicable Laws. Notwithstanding anything to the contrary contained herein, the Issuer shall not complete any Subsequent Offering or Exempt Issuance if as a result thereof the number of additional Series A Warrants, Series B Warrants and/or Series C Warrants that would be required to be issued under the Participation Right and any related Top-up Offering would exceed the maximum number of additional Series A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor pursuant to this Agreement, unless and until such time as the Issuer has received all approvals required to increase the number of additional Series A Warrants, Series B Warrants and Series C Warrants that may be issued to the Investor pursuant to this Agreement to such number of additional Series A Warrants, Series B Warrants and Series C Warrants. The exercise price of any Series A Warrants, Series B Warrants or Series C Warrants issued in connection with any exercise of the Participation Right shall be the greater of (i) the issue price of the Common Shares in the Subsequent Offering, and (ii) the Initial Series A Exercise Price, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicable. The exercise price of any Series A Warrants, Series B Warrants or Series C Warrants issued in connection with any exercise of the Top-up Right shall be the greater of (i) the Market Price calculated as at the date on which the Exercise Notice relating to such Top-up Right is delivered and (ii) the Initial Series A Exercise Price, Initial Series B Exercise Price or Initial Series C Exercise Price, as applicable.

Issuance of Additional Warrants. (a) At the time of the execution of the amendment of the Purchase Agreement pursuant to Section 1 hereof, Parent shall cause Newco to execute and issue to the Purchaser additional warrants (the "Additional Warrants") to purchase shares of Newco Common Stock, subject to the following: (a) at the option of the Parent, such warrants shall provide either (i) that they are initially exercisable to purchase a number of shares of Newco Common Stock into which 50,000 shares of Common Stock will be exchangeable in connection with the Public Transaction, at an initial exercise price per share equal to $.01 divided by the number of shares of Newco Common Stock that will be issued in exchange for each share of Common Stock of Parent in connection with the Public Transaction, or (ii) that they are initially exercisable to purchase, at an initial exercise price of an amount per share equal to $2.50 divided by the number of shares of Newco Common Stock that will be issued in exchange for each share of Common Stock of Parent in connection with the Public Transaction, an aggregate number of shares of Newco Common Stock equal to 0.978% of the aggregate number of shares of Newco Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Additional Warrants, and assuming the exercise in full of all outstanding options, warrants and other rights to subscribe for or purchase Common Stock or other equity securities of the Parent and the conversion into shares of Common Stock of all then outstanding shares of convertible preferred stock and other convertible securities of the Parent (if any), whether or not then currently exercisable or convertible); and (b) in all other respects, the Additional Warrants shall be identical in form and substance to the Warrant. Notwithstanding the foregoing, in lieu of the issuance of the Additional Warrants, Parent may, at its option, make a cash payment of $100,000 to the Purchaser. (b) The Parent represents and warrants to, and agrees with, the Purchaser that (x) the Newco Warrant and the Additional Warrants shall be duly authorized and executed by Newco, and shall be the legally valid and binding obligations of Newco, enforceable against Newco in accordance with their terms; (y) the shares of Newco Common Stock issuable upon exercise of the Newco Warrant and the Additional Warrants shall be duly and validly reserved for issuance upon such exercise and, when issued and delivered against payment therefor a...

Issuance of Additional Warrants. If any Second Amendment Loans remain outstanding on March 31, 2022, Holdings shall immediately issue to the Lenders and/or their Affiliates additional warrants in form and substance satisfactory to the Lenders to purchase 5.0% of the Common Stock Deemed Outstanding on the date of any partial or full exercise of such warrants at the same purchase price as included in the Warrants issued to the Lenders and/or their Affiliates on the Closing Date.