Redemption Upon a Change in Control. Subject to the provisions of this Section 6(c), at any time after the date hereof, in the event of a Change of Control Transaction, in addition to any other rights hereunder, the Company shall have the right, within three Trading Days of the date it announces it has entered into a Change of Control Transaction, to deliver the Holder a written notice (a “Change in Control Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Change in Control Optional Redemption Notice Date”) of its irrevocable election to redeem for an amount (i) in cash equal to the Change in Control Optional Redemption Amount plus (ii) warrants to purchase shares of Common Stock in an amount equal to the principal amount of this Debenture being redeemed pursuant to such Change in Control Optional Redemption divided by the then applicable Conversion Price, which warrants shall be immediately exercisable and shall have a term of exercise equal to the earlier of (x) 5 years following their issuance or (y) a period of time following the effective date of the registration statement covering the resale of such warrants equal to the amount of time between the Change in Control Optional Redemption Notice Date and the Maturity Date (by way of an example, if the Maturity Date is on the three year anniversary of the Original Issue Date and a Change in Control Optional Redemption Notice Date is on the two year anniversary of the Original Issue Date, the exercise term for purposes of this clause (y) would be one year following the effective date of the registration statement covering the resale of the shares of Common Stock underlying such warrants), an exercise price equal to the average of the VWAPs for the 20 Trading Days immediately prior to the Change in Control Optional Redemption Date (subject to adjustment for forward and reverse stock splits, stock dividends, recapitalizations and the like) and otherwise be in the form of warrant attached to the Purchase Agreement as Exhibit C (such warrants, the “Change in Control Optional Redemption Warrants”), on the 20th Trading Day following the Change in Control Optional Redemption Notice Date (such date, the “Change in Control Optional Redemption Date” and such redemption, the “Change in Control Optional Redemption”). The Change in Control Optional Redemption Amount and Change in Control Optional Redemption Warrants are due in full on the Change in Control Optional Redemption Date. The Company may only effect a Change in Control Optional Redemption if during the period commencing on the Change in Control Optional Redemption Notice Date through to the Change in Control Optional Redemption Date and through and including the date such Change in Control Optional Redemption Amount is paid to the Holder, each of the Equity Conditions shall have been met, unless waived by the Holder. If any of the Equity Conditions shall cease to be satisfied at any time during the required period, then the Holder may elect to nullify the Change in Control Optional Redemption Notice by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Change in Control Optional Redemption Notice shall be null and void, ab initio. The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Change in Control Optional Redemption at any time prior to the date that the Change in Control Optional Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the period from the Change in Control Optional Redemption Notice Date until the date the Change in Control Optional Redemption Amount is paid in full shall be first applied to the principal amount subject to such Change in Control Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Change in Control Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.
Appears in 2 contracts
Sources: Convertible Security Agreement (Accentia Biopharmaceuticals Inc), Securities Purchase Agreement (Accentia Biopharmaceuticals Inc)
Redemption Upon a Change in Control. Subject to the provisions of this Section 6(c), at any time after the date hereof, in the event of a Change of Control Transaction, in addition to any other rights hereunder, the Company shall have the right, within three Trading Days of the date it announces it has entered into a Change of Control Transaction, to deliver the Holder a written notice (a “Change in Control Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Change in Control Optional Redemption Notice Date”) of its irrevocable election to redeem for an amount (i) in cash equal to the Change in Control Optional Redemption Amount plus (ii) warrants to purchase shares of Common Stock in an amount equal to the principal amount of this Debenture being redeemed pursuant to such Change in Control Optional Redemption divided by the then applicable Conversion Price, which warrants shall be immediately exercisable and shall have a term of exercise equal to the earlier of (x) 5 years following their issuance or (y) a period of time following the effective date of the registration statement covering the resale of such warrants equal to the amount of time between the Change in Control Optional Redemption Notice Date and the Maturity Date (by way of an example, if the Maturity Date is on the three year anniversary of the Original Issue Date and a Change in Control Optional Redemption Notice Date is on the two year anniversary of the Original Issue Date, the exercise term for purposes of this clause (y) would be one year following the effective date of the registration statement covering the resale of the shares of Common Stock underlying such warrants), an exercise price equal to the average of the VWAPs for the 20 Trading Days immediately prior to the Change in Control Optional Redemption Date (subject to adjustment for forward and reverse stock splits, stock dividends, recapitalizations and the like) and otherwise be in the form of warrant attached to the Purchase Agreement as Exhibit C (such warrants, the “Change in Control Optional Redemption Warrants”), on the 20th Trading Day following the Change in Control Optional Redemption Notice Date (such date, the “Change in Control Optional Redemption Date” and such redemption, the “Change in Control Optional Redemption”). The Change in Control Optional Redemption Amount and Change in Control Optional Redemption Warrants are due in full on the Change in Control Optional Redemption Date. The Company may only effect a Change in Control Optional Redemption if during the period commencing on the Change in Control Optional Redemption Notice Date through to the Change in Control Optional Redemption Date and through and including the date such Change in Control Optional Redemption Amount is paid to the Holder, each of the Equity Conditions shall have been met, unless waived by the Holder. If any of the Equity Conditions shall cease to be satisfied at any time during the required period, then the Holder may elect to nullify the Change in Control Optional Redemption Notice by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Change in Control Optional Redemption Notice shall be null and void, ab initio. The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Change in Control Optional Redemption at any time prior to the date that the Change in Control Optional Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted during the period from the Change in Control Optional Redemption Notice Date until the date the Change in Control Optional Redemption Amount is paid in full shall be first applied to the principal amount subject to such Change in Control Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Change in Control Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.
Appears in 1 contract
Sources: Securities Purchase Agreement (Accentia Biopharmaceuticals Inc)