Exhibit 10.3
Execution
Copy
THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR
SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
(1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH
SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE
SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
AmeriCredit Corp.
WARRANT
1,000,000 shares of Common
Stock
September 25,
2008
This WARRANT (this “
Warrant ”) of AmeriCredit Corp., a Texas corporation
(the “ Company ”), is being issued to Wachovia
Investment Holdings, LLC, a Delaware limited liability company (the
“ Recipient ”), in connection with (i) that
certain Loan and Security Agreement, dated September 25, 2008,
among AmeriCredit Class B Note Funding Trust, AmeriCredit Financial
Services, Inc., AFS SenSub Corp., Wachovia Bank, National
Association, Wachovia Capital Markets, LLC, and Wells Fargo Bank,
National Association, and (ii) that certain Loan and Security
Agreement, dated September 25, 2008, among AmeriCredit Class C
Note Funding Trust, AmeriCredit Financial Services, Inc., AFS
SenSub Corp., Wachovia Bank, National Association, Wachovia Capital
Markets, LLC, and Wells Fargo Bank, National
Association.
1. Issuance of Warrant . For
value received, the Company hereby grants to the Recipient and its
permitted successors and assigns (collectively, the “
Holder ”) the right to purchase from the Company up to
1,000,000 shares of the Company’s common stock, par value
$0.01 per share (the “ Common Stock ”) (such
shares underlying this Warrant, the “ Warrant Shares
”), at a per share purchase price equal to $13.55 (the
“ Exercise Price ”), subject to the terms,
conditions and adjustments set forth below in this
Warrant.
2. Expiration of Warrant .
This Warrant shall expire at 5:00 PM, prevailing Eastern time, on
September 24, 2015 (the “ Expiration Date
”).
3. Exercise of Warrant . This
Warrant shall be exercisable pursuant to the terms of this
Section 3 .
3.1 Manner of Exercise
.
(a) This Warrant may only be
exercised by the Holder hereof on or prior to the Expiration Date,
in accordance with the terms and conditions hereof, in whole or in
part (but not as to fractional shares), during the Company’s
normal business hours on any day other than a Saturday or a Sunday
or a day on which commercial banking institutions in New York, New
York are authorized by law to be closed (a “ Business
Day ”), by surrender of this Warrant to the Company at
its office maintained pursuant to Section 10.2(a)
hereof, accompanied by a written exercise notice in the form
attached as Exhibit A hereto (or a reasonable facsimile
thereof) duly executed by the Holder, together with the payment of
the aggregate Exercise Price for the number of Warrant Shares
purchased upon exercise of
this Warrant. Upon surrender of this Warrant,
the Company shall cancel this Warrant document and shall, in the
event of partial exercise, replace it with a new Warrant document
in accordance with Section 3.3 . Notwithstanding the
foregoing, the Company shall not be required to issue a Warrant
covering less than 1,000 shares of Common Stock.
(b) Except as provided for in
Section 3.1(c) below, each exercise of this Warrant
must be accompanied by payment in full of the aggregate Exercise
Price in cash, by cashier’s check or wire transfer of
immediately available funds for the number of Warrant Shares being
purchased by the Holder upon such exercise.
(c) The aggregate Exercise Price for
the number of Warrant Shares being purchased may also, in the sole
discretion of the Holder, be paid in full or in part on a
“cashless basis” at the election of the Holder in the
form of Warrant Shares withheld by the Company from the Warrant
Shares otherwise to be received upon exercise of this Warrant
having an aggregate Fair Market Value on the date of exercise equal
to the aggregate Exercise Price of the Warrant Shares being
purchased by the Holder. For purposes of this Warrant, the term
“ Fair Market Value ” means with respect to a
particular date, the volume weighted average trading price of the
Common Stock on and as reported by the principal securities
exchange on which the Common Stock is then listed or admitted to
trading for the ten (10) trading days immediately preceding
such date, or, if the Common Stock is not listed or admitted to
trading on any securities exchange, as determined in good faith and
in a commercially reasonable manner by resolution of the Board of
Directors of the Company, based on the best information available
to it.
For purposes of illustration of a
cashless exercise of this Warrant under Section 3.1(c)
, the calculation of such exercise shall be as follows:
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X = Y
(A-B)/A
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where:
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X
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=
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the number of
Warrant Shares to be issued to the Holder (rounded up to the
nearest whole share)
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Y
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=
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the number of
Warrant Shares with respect to which this Warrant is being
exercised
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A
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=
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the Fair Market
Value of the Common Stock
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B
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=
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the Exercise
Price
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(d) For purposes of Rule 144 and
sub-section (d)(3)(x) thereof, it is intended, understood, and
acknowledged that such amount of Common Stock that is issued in
exchange for non-cash consideration upon exercise of this Warrant
and in accordance with Section 3.1(c) above shall be
deemed to have been acquired at the time this Warrant was
issued.
3.2 When Exercise Effective .
Each exercise of this Warrant shall be deemed to have been effected
immediately prior to the close of business on the Business Day on
which this Warrant shall have been duly surrendered to the Company
as provided in Sections 3.1 and 12 hereof, and, at
such time, the Holder in whose name any certificate or certificates
for Warrant Shares shall be issuable upon exercise as provided in
Section 3.3 hereof shall be deemed to have become the
holder or holders of record thereof of the number of Warrant Shares
purchased upon exercise of this Warrant.
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3.3 Delivery of Common Stock
Certificates and New Warrant . As soon as reasonably
practicable after each exercise of this Warrant, in whole or in
part, and in any event within ten (10) Business Days
thereafter, the Company, at its expense (including the payment by
it of any applicable issue taxes), will cause to be issued in the
name of and delivered to the Holder hereof or, subject to
Sections 9 and 10 hereof, as the Holder (upon payment
by the Holder of any applicable transfer taxes) may
direct:
(a) a certificate or certificates
(with appropriate restrictive legends, as applicable) for the
number of duly authorized, validly issued, fully paid and
nonassessable Warrant Shares to which the Holder shall be entitled
upon exercise; and
(b) in case exercise is in part
only, a new Warrant document of like tenor, dated the date hereof,
for the remaining number of Warrant Shares issuable upon exercise
of this Warrant after giving effect to the partial exercise of this
Warrant.
3.4 Fractional Warrant Shares
. The Company shall not be required to issue fractional Warrant
Shares on the exercise of this Warrant. If any fraction of a
Warrant Share would, except for the provisions of this
Section 3.4 , be issuable on the exercise of this
Warrant (or specified portion thereof), the Company shall round up
such fractional share to the nearest whole share.
3.5 Compliance with Law
.
(a) Notwithstanding anything in this
Warrant to the contrary, in no event shall a Holder be entitled to
exercise this Warrant unless (i) a registration statement
filed under the Securities Act of 1933, as amended (the “
Securities Act ”), in respect of the issuance of the
Warrant Shares is then effective or (ii) an exemption from the
registration requirements is available under the Securities Act for
the issuance of the Warrant Shares at the time of such
exercise.
(b) If any shares of Common Stock
required to be reserved for purposes of exercise of this Warrant
require, under any other Federal or state law or applicable
governing rule or regulation of any national securities exchange,
registration with or approval of any governmental authority, or
listing on any such national securities exchange before such shares
may be issued upon exercise, the Company will at its own expense
use its best efforts to cause such shares to be duly registered or
approved by such governmental authority or listed on the relevant
national securities exchange, as the case may be.
3.6 Limitations on Settlement by
the Company . Notwithstanding anything herein to the contrary,
in no event shall the Company be required to deliver Warrant Shares
in connection with the exercise of this Warrant in excess of
4,000,000 shares of Common Stock (the “ Capped Number
”). The Company represents and warrants that the Capped
Number is equal to or less than the sum of (a) the number of
authorized but unissued shares of Common Stock and (b) the
number of treasury shares, in each case, of the Company that are
not reserved for future issuance in connection with transactions in
the shares of the capital stock of the Company (other than this
Warrant) on the date of this Warrant (such shares, the “
Available Shares ”). In the event the Company shall
not have delivered the full number of Warrant Shares, up to the
Capped Number, otherwise deliverable as a result of the Company not
having sufficient authorized but unissued shares of capital stock
available at the time or times that this Warrant is exercised (the
resulting deficit, the “ Deficit Shares ”), the
Company shall be continually obligated to deliver, from time to
time until the full number of Deficit Shares have been delivered
pursuant to this paragraph, Warrant Shares when, and to the extent,
that (i) shares of capital stock are repurchased, acquired or
otherwise received by the Company or any of its subsidiaries after
the date of exercise of this Warrant (whether or not in exchange
for cash, fair value or any other consideration),
(ii) authorized and unissued shares of capital stock reserved
for issuance in respect of other transactions become no longer
so
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reserved and (iii) the Company additionally
authorizes any unissued shares of capital stock. The Company shall
immediately notify Holder of the occurrence of any of the foregoing
events (including the number of shares of capital stock subject to
clause (i), (ii) or (iii) and the corresponding number of
shares of capital stock to be delivered) and promptly deliver such
Warrant Shares thereafter. The Company shall not take any action to
decrease the number of Available Shares below the Capped
Number.
4. Certain Adjustments . For
so long as this Warrant is outstanding:
4.1 Mergers or Consolidations
. If at any time after the date hereof, there shall be a capital
reorganization (other than a combination or subdivision of Common
Stock otherwise provided for herein) resulting in a
reclassification to or change in the securities issuable upon
exercise of this Warrant (a “ Reorganization ”),
or a merger or consolidation of the Company with another
corporation, partnership, limited liability company, or business
organization (a “ Person ” or the “
Persons ”) (other than a merger with another Person in
which the Company is a continuing corporation and which does not
result in any reclassification or change in the securities issuable
upon exercise of this Warrant or a merger effected exclusively for
the purpose of changing the domicile of the Company) (a “
Merger ”), then, as a part of such Reorganization or
Merger, lawful provision and adjustment shall be made so that the
Holder shall thereafter be entitled to receive, upon exercise of
this Warrant, the number of shares of stock or any other equity or
debt securities or property to which the Holder would have been
entitled upon consummation of the Reorganization or Merger if such
Holder had exercised this Warrant immediately prior to such
Reorganization or Merger. In any such case, appropriate adjustment
shall be made in the application of the provisions of this Warrant
with respect to the rights and interests of the Holder after the
Reorganization or Merger to the end that the provisions of this
Warrant (including adjustment of the Exercise Price then in effect
and the number of Warrant Shares) shall be applicable after that
event, as near as reasonably may be, in relation to any shares of
stock, securities, property or other assets thereafter deliverable
upon exercise of this Warrant. The Company will not effect any
Reorganization or Merger unless prior to the consummation thereof
each corporation or entity (other than the Company) which may be
required to deliver any securities or other property upon the
exercise of the Warrant as provided herein shall assume in a
written agreement the obligation to deliver to the Holder such
securities or other property as (in accordance with the foregoing
provisions) the Holder may be entitled to receive and agreeing and
confirming that this Warrant shall continue in full force and
effect, enforceable against the Company and such corporation or
entity in accordance with the terms thereof and hereof. The
foregoing provisions of this Section 4.1 shall
similarly apply to successive Reorganizations and
Mergers.
4.2 Splits and Subdivisions;
Dividends . In the event the Company should at any time or from
time to time (a) effectuate a split or subdivision of the
outstanding shares of Common Stock, (b) pay a dividend in or
make a distribution payable in additional shares of Common Stock or
other securities that are convertible or exchangeable or
exercisable into shares of Common Stock (“ Common Stock
Equivalents ”), or (c) issue by reclassification of
its Common Stock any other capital stock of the Company, in each
case without payment of any consideration by such holder for the
additional shares of Common Stock or Common Stock Equivalents
(including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of the applicable record
date (or the date of such distribution, split, subdivision or
reclassification if no record date is fixed), the per share
Exercise Price shall be appropriately decreased and the number of
Warrant Shares shall be appropriately increased in proportion to
such increase (or potential increase) of outstanding shares;
provided, however , that no adjustment shall be made in the
event the split, subdivision, dividend, distribution or
reclassification is not effectuated. The adjustment pursuant to
this Section 4.2 shall be made successively each time
that any event listed in this Section 4.2 above shall
occur.
4.3 Combination of Shares .
If the number of shares of Common Stock outstanding at any time
after the date hereof is decreased by a combination or reverse
split of the outstanding shares of Common Stock, the per share
Exercise Price shall be appropriately increased and the number of
shares of Warrant Shares shall be appropriately decreased in
proportion to such decrease in outstanding shares.
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4.4 Cash Dividends and Other
Distributions . If, when the Exercise Price is greater than the
Fair Market Value, the Company shall distribute to holders of
Common Stock (a) any dividend or other distribution of cash,
evidences of its indebtedness, or any other properties or
securities (other than any dividend or distribution described in
Section 4.2 ) or (b) any options, warrants, or
other rights to subscribe for or purchase any of the foregoing
(other than any rights, options, warrants, or securities described
below), the Holder shall thereafter be entitled, in addition to the
Warrant Shares receivable upon exercise of the Warrant, to receive,
upon the exercise of the Warrant, the same cash, evidences of
indebtedness, other property or securities, or options, warrants or
other rights to subscribe for or purchase the foregoing that the
Holder would have received if such Holder had exercised this
Warrant immediately prior to such distribution. At the time of such
distribution, the Company shall make appropriate reserves to ensure
the timely performance of the provisions of this
Section 4.4 ; provided, however , that the
Holder shall not be entitled to receive any of the foregoing upon
the exercise of this Warrant (i) if, at the time of such
distribution, the Company makes the same distribution to the Holder
of this Warrant as it makes to holders of Common Stock pro rata
based on the number of shares of Common Stock for which this
Warrant is exercisable (whether or not currently exercisable), or
(ii) as a result of the issuance or other sale by the Company
of any of its shares of Common Stock upon (A) the conversion
or exchange of any of the Company’s preferred stock,
warrants, options or other convertible or exchangeable securities,
provided , such preferred stock, warrants, options or other
convertible or exchangeable securities are outstanding as of the
date of this Warrant, (B) the grant or exercise of any stock
options, restricted stock, restricted stock units, stock
appreciation rights or other forms of stock or stock-based rights
granted to officers, directors or employees of the Company pursuant
to a stock option plan, benefit plan or incentive plan of the
Company, whether in effect as of the date of this Warrant or
approved by the Board of Directors of the Company after the date of
this Warrant, or (C) the grant or issuance of rights to
holders of Common Stock pursuant to a rights offering.
4.5 Redemptions; Tender Offers;
Exchange Offers . In the event that the Company or any
subsidiary of the Company shall, directly or indirectly, redeem,
purchase or otherwise acquire shares of Common Stock pursuant to a
plan of redemption, tender offer or exchange offer for a price per
share of Common Stock that is greater than the Fair Market Value of
a share of Common Stock (calculated as of the end of the trading
day on the day on which such tender offer or exchange offer
expires), then the Exercise Price shall be adjusted to a number
determined by multiplying the Exercise Price immediately before
such redemption, acquisition or exchange by a fraction of which the
denominator shall be the then Fair Market Value per share of Common
Stock immediately prior to such event and the numerator shall be
the result of dividing (a) an amount equal to (i) the
product of the number of shares of Common Stock outstanding and the
Fair Market Value per share of Common Stock, in each case
immediately prior to such event minus (ii) the
aggregate consideration paid by the Company in such event (plus, in
the case of such options, rights or convertible or exchangeable
securities, the aggregate additional consideration to be paid by
the Company upon exercise, conversion or exchange), by (b) the
number of shares of Common Stock outstanding immediately after such
redemption, acquisition or exchange.
4.6 Certain Issuances
.
(a) Without duplication of any other
items contained in the Warrant, if at any time or from time to time
the Company shall issue (i) Common Stock at a price per share
that is lower at the date of such issuance than the then current
Fair Market Value or (ii) rights, options, or warrants for, or
securities convertible or exchangeable into, Common Stock entitling
the holders thereof to subscribe for or purchase shares of Common
Stock at a price per share that is lower at the date of such
issuance than the then current Fair Market Value, then the number
of shares of Common Stock thereafter purchasable
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upon the exercise of the Warrant shall be
determined by multiplying the number of shares of Common Stock
theretofore purchasable upon exercise of the Warrant by a fraction,
the numerator of which shall be the number of shares of Common
Stock outstanding on the date of issuance of such Common Stock,
rights, options, warrants, or convertible or exchangeable
securities (assuming the exercise or conversion of all then
outstanding rights, options, warrants or convertible or
exchangeable securities) plus the number of additional shares of
Common Stock offered for subscription or purchase or into which
such securities are convertible or exchangeable, and the
denominator of which shall be the number of shares of Common Stock
outstanding on the date of issuance of such Common Stock, rights,
options, warrants, or convertible or exchangeable securities
(assuming the exercise or conversion of all then outstanding
rights, options, warrants or convertible or exchangeable
securities) plus the total number of shares of Common Stock that
could be purchased with the aggregate consideration received
through issuance of such Common Stock, rights, options, warrants,
or convertible or exchangeable securities at the then current
Exercise Price. In the event of any such adjustment, the Exercise
Price shall be adjusted to a number determined by dividing the
Exercise Price immediately before such date of issuance by the
aforementioned fraction. Such adjustment shall be made whenever
such shares of Common Stock, rights, options, warrants, or
convertible or exchangeable securities are issued and shall become
effective retroactively immediately after the date on which such
Persons became entitled to receive such shares of Common Stock,
rights, options, warrants or convertible or exchangeable
securities.
(b) This Section 4.6
shall not apply to issuances of Common Stock, rights, options,
warrants, or convertible or exchangeable securities resulting from
or in connection with:
(i) an issuance of Common Stock,
rights, warrants, options and/or convertible or exchangeable
securities in connection with any financing transaction, including,
without limitation, senior or subordinated notes, securitizations
or similar transactions, commercial bank or non-bank facilities,
commitments or arrangements, bridge financing or back-stop
facilities, commitments or arrangements, whole-loan purchase
facilities, commitments or arrangements, forward purchase
facilities, commitments or arrangements, or other similar
facilities, commitments, arrangements or issuances of debt
obligations or securities,
(ii) the conversion or exchange of
any of the Company’s preferred stock, warrants, options or
other convertible or exchangeable securities, provided ,
such preferred stock, warrants, options or other convertible or
exchangeable securities are outstanding as of the date of this
Warrant or were issued in connection with a transaction set out in
Section 4.6(b)(i) ,
(iii) the grant or exercise of any
stock options, restricted stock, restricted stock units, stock
appreciation rights or other forms of stock or stock-based rights
granted to officers, directors or employees of the Company pursuant
to a stock option plan, benefit plan or incentive plan of the
Company, whether in effect as of the date of this Warrant or
approved by the Board of Directors of the Company after the date of
this Warrant,
(iv) the exercise of the
Warrant,
(v) a Merger or
Reorganization,
(vi) a bona fide firm
commitment public offering or a best efforts public offering of the
Common Stock of the Company, any of which that is consummated more
than ninety (90) days following the date hereof, where the
issuance price for shares of Common Stock in such offering is not
more than 10% less than the closing sale price for the shares of
Common Stock of the Company on the day that the issuance price in
such offering is determined, on and as reported by the principal
securities exchange on which the Common Stock is then listed or
admitted to trading, or
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(vii) the grant or issuance of
rights pursuant to a shareholder rights plan.
(c) If any Common Stock, rights,
options, warrants or convertible or exchangeable securities are
issued together with other obligations or securities, then an
allocation shall be made of the aggregate consideration received as
between such Common Stock, rights, options, warrants or convertible
or exchangeable securities, on the one hand, and such other
obligations or securities, on the other hand (as determined in good
faith and in a commercially reasonable manner by the Board of
Directors, whose determination shall be evidenced by a board
resolution, a copy of which will be sent to Holders upon request),
to determine a price per share for such Common Stock, rights,
options, warrants or convertible or exchangeable securities for the
purposes of this Section 4.6 . This
Section 4.6 shall apply with equal force and effect to
any amendment, revision, adjustment, or other modification of the
terms of any outstanding rights, options, or warrants for, or
securities convertible or exchangeable into, Common Stock if and to
the extent that such amendment, revision, adjustment, or other
modification has the effect of allowing the holders thereof to
subscribe for or purchase shares of Common Stock at a price per
share that is lower at the date of such modification than the then
current Fair Market Value, subject to the provisions of
Section 4.6(b) . No adjustment shall be made pursuant
to this Section 4.6 that would have the effect of
decreasing the number of shares of Common Stock purchasable upon
exercise of the Warrant or of increasing the Exercise
Price.
4.7 Superseding Adjustment .
Upon the expiration of any rights, options, warrants, or conversion
or exchange privileges that resulted in any adjustment pursuant to
this Section 4 , if any thereof shall not have been
exercised, the number of Warrant Shares purchasable upon the
exercise of this Warrant shall be readjusted as if (a) the
only shares of Common Stock issuable upon exercise of such rights,
options, warrants, or conversion or exchange privileges were the
shares of Common Stock, if any, actually issued upon the exercise
of such rights, options, warrants, or conversion or exchange
privileges and (b) shares of Common Stock actually issued, if
any, were issuable for the consideration actually received by the
Company upon such exercise plus the aggregate consideration, if
any, actually received by the Company for the issuance, sale, or
grant of all such rights, options, warrants, or conversion or
exchange privileges whether or not exercised and the Exercise Price
shall be readjusted inversely; provided, however , that no
such readjustment shall (except by reason of an intervening
adjustment under Section 4.2 ) have the effect of
either decreasing the number of Warrant Shares purchasable upon the
exercise of this Warrant or increasing the Exercise Price by an
amount in excess of the amount of the adjustment to such number of
Warrant Shares or to the Exercise Price initially made in respect
of the issuance, sale, or grant of such rights, options, warrants,
or conversion or exchange privileges.
4.8 Notices of Record Date,
Etc . In case:
(a) the Company shall take a record
of the holders of its Common Stock (or other securities at the time
receivable upon the exercise of the Warrant) for the purpose of
entitling them to receive any dividend or other distribution, or
any right to subscribe for, purchase or otherwise acquire any
shares of stock of any class or any other securities, or to receive
any other right;
(b) of any Reorganization of the
Company, any Merger of the Company with or into another
corporation, or any conveyance of all or substantially all of the
assets of the Company to another corporation; or
(c) of any voluntary or involuntary
dissolution, liquidation or winding up of the Company,
then, and in each such case, the
Company shall mail or cause to be mailed to the Holder specifying,
as the case may be, (i) the date on which a record is to be
taken for the purpose of such dividend, distribution or
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right, and stating the amount and character of
such dividend, distribution or right, or (ii) the date on
which such Reorganization, Merger, conveyance, dissolution,
liquidation or winding up is to take place, and the time, if any,
which is to be fixed, as to which the holders of record of Common
Stock (or such other securities at the time receivable upon the
exercise of the Warrant) shall be entitled to exchange their shares
of Common Stock (or such other securities) for securities or other
property deliverable upon such Reorganization, Merger, conveyance,
dissolution, liquidation or winding up. Such notice shall be mailed
at least ten (10) days prior to the date therein specified and
the Warrant may be exercised prior to said date during the term of
the Warrant.
4.9 No Duplication .
Notwithstanding anything else contained in this
Section 4 , no single event shall result in an
adjustment to either the Exercise Price or the number of Warrant
Shares issuable upon exercise of the Warrant under more than one of
the subsections set forth in this Section 4 so as to
result in duplication.
5. No Impairment . The
Company will not, by amendment of its Articles of Incorporation or
Bylaws or through any consolidation, merger, reorganization,
transfer of assets, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant. Without limiting
the generality of the foregoing, the Company will not take any
action which results in any adjustment of the number of Warrant
Shares if the total number of shares of Common Stock issuable after
the action upon the exercise of this Warrant would exceed the
Capped Number.
6. Chief Financial
Officer’s Report as to Adjustments . With respect to each
adjustment pursuant to Section 4 of this Warrant, the
Company, at its expense, will promptly compute the adjustment or
re-adjustment in accordance with the terms of this Warrant and
cause its Chief Financial Officer to certify the computation (other
than any computation of the fair value of property of the Company,
as the case may be) and prepare a report setting forth, in
reasonable detail, the event requiring the adjustment or
re-adjustment and the amount of such adjustment or re-adjustment,
the method of calculation thereof and the facts upon which the
adjustment or re-adjustment is based, and the Exercise Price and
the number of Warrant Shares or other securities purchasable
hereunder after giving effect to such adjustment or re-adjustment,
which report shall be sent by a commercial overnight courier to the
Holder. The Company will also keep copies of all reports at its
office maintained pursuant to Section 10.2(a) hereof
and will cause them to be available for inspection at the office
during normal business hours upon reasonable notice by the Holder
or any prospective purchaser of the Warrant designated by the
Holder thereof.
7. Reservation of Shares .
The Company shall, solely for the purpose of effecting the
exercis