Back to top

FORM OF COMMON STOCK WARRANT

Warrant Agreement

FORM OF COMMON STOCK WARRANT | Document Parties: GORDON BIERSCH BREWERY RESTAURANT GROUP, INC. You are currently viewing:
This Warrant Agreement involves

GORDON BIERSCH BREWERY RESTAURANT GROUP, INC.

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: FORM OF COMMON STOCK WARRANT
Governing Law: Tennessee     Date: 3/24/2006

FORM OF COMMON STOCK WARRANT, Parties: gordon biersch brewery restaurant group  inc.
50 of the Top 250 law firms use our Products every day

Exhibit 10.30

 

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND, EXCEPT AS STATED IN AN AGREEMENT BETWEEN THE HOLDER OF THIS WARRANT, OR ITS PREDECESSOR IN INTEREST, AND THE ISSUER CORPORATION, SUCH WARRANT AND UNDERLYING SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH WARRANT AND/OR UNDERLYING SECURITIES OR THE ISSUER CORPORATION RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE ISSUER CORPORATION) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

 

THIS WARRANT AND THE UNDERLYING SECURITIES ARE SUBJECT TO THE TERMS OF A CERTAIN SHAREHOLDERS’ AGREEMENT, DATED AS OF OCTOBER 27, 2004, AMONG THE ISSUER OF THIS WARRANT AND CERTAIN SHAREHOLDERS, AS THE SAME MAY BE FURTHER AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME. THE SHAREHOLDERS’ AGREEMENT CONTAINS CERTAIN RESTRICTIVE PROVISIONS AND RIGHTS RELATING TO THE VOTING OF THE UNDERLYING SECURITIES AND TRANSFER OF THIS WARRANT AND THE UNDERLYING SECURITIES. NO REGISTRATION OF TRANSFER OF SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS AND UNTIL SUCH RESTRICTIONS AND RIGHTS SHALL HAVE BEEN COMPLIED WITH. A COPY OF THE SHAREHOLDERS’ AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL OFFICES. UPON WRITTEN REQUEST TO THE COMPANY’S SECRETARY, A COPY OF THE SHAREHOLDERS’ AGREEMENT WILL BE PROVIDED WITHOUT CHARGE TO THE HOLDER OF THIS WARRANT.

 

GORDON BIERSCH BREWERY RESTAURANT GROUP, INC.

 

FORM OF WARRANT TO PURCHASE COMMON STOCK

 

 

 

 

No. W-     

  

                     , 2005

 

W HEREAS , the Board of Directors of G ORDON B IERSCH B REWERY R ESTAURANT G ROUP , I NC . , a Tennessee corporation, with its principal office at 2001 Riverside Drive, Suite 200, Chattanooga, TN (the “ Company ”), has determined to issue warrants to purchase shares of Common Stock of the Company in consideration of the financial accommodation of the Holder made for the benefit of the Company in connection with a refinancing transaction in October, 2004.

 

N OW T HEREFORE , T HIS C ERTIFIES T HAT , for value received,                      , or assigns (the “ Holder ”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from the Company, up to                      shares of Common Stock of the Company (the “ Common Stock ”), as provided herein.


1. D EFINITIONS . As used herein, the following terms shall have the following respective meanings:

 

Exercise Period ” shall mean the time period commencing with the date of this Warrant and ending one hundred twenty months later.

 

Exercise Price ” shall mean $50.00 per share, subject to adjustment pursuant to Section 4.2 below.

 

Exercise Shares ” shall mean the shares of the Company’s Common Stock issuable upon exercise of this Warrant, subject to adjustment pursuant to the terms herein, including but not limited to adjustment pursuant to Section 4.2 below.

 

2. E XERCISE OF W ARRANT .

 

2.1. Optional Exercise . The rights represented by this Warrant may be exercised in whole or in part at any time during the Exercise Period (an “ Optional Exercise ”).

 

2.2. Exercise Procedure . The Holder shall exercise this Warrant pursuant to Section 2.1 above by delivery to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder) the following:

 

(a) An executed Notice of Exercise in the form attached hereto;

 

(b) Payment of the Exercise Price either (i) in cash, by check or by wire transfer, or (ii) by cancellation of indebtedness;

 

(c) This Warrant; and

 

(d) If this Warrant is not registered in the name of the Holder, an assignment or assignments, in the form of assignment attached hereto, properly executed and evidencing the assignment of this Warrant to the Holder, in compliance with the provisions set forth in Section 7 hereof.

 

Upon the exercise of the rights represented by this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or persons designated by the Holder, if requested by the Holder, shall be issued and delivered to the Holder within five (5) business day after the rights represented by this Warrant shall have been so exercised.

 

The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

 

- 2 -


2.3. Net Exercise . Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect (the “ Conversion Right ”) to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula:

 

 

 

 

 

 

X

  

=

  

Y (A-B)

 

  

 

  

    A

 

Where X = the number of shares of Common Stock to be issued to the Holder

 

 

 

 

 

 

Y

  

=

  

the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)

 

 

 

A

  

=

  

the fair market value of one share of the Company’s Common Stock (at the date of such calculation)

 

 

 

B

  

=

  

Exercise Price (as adjusted to the date of such calculation)

 

For purposes of the above calculation, the fair market value of one share of Common Stock shall be the product of (i) the average daily Market Price (as defined below) during the period of the most recent 10 days, ending on the last business day before the effective date of exercise of the Conversion Right, on which the national securities exchanges were open for trading and (ii) the number of shares of the Common Stock (as defined herein) into which each Exercise Share is convertible on such date. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market System (the “ National Market System ”) of the Nasdaq, the Market Price as of a specified day shall be the last reported sale price of Common Stock on such exchange or on the National Market System on such date or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange or on the National Market System. If the Common Stock is not so listed or admitted to unlisted trading privileges, the Market Price as of a specified day shall be the mean of the last bid and asked prices reported on such date (x) by the Nasdaq or (y) if reports are unavailable under clause (x) above, by the National Quotation Bureau Incorporated. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the Market Price as of a specified day shall be determined in good faith by the Board of Directors of the Company.

 

3. C OVENANTS OF THE C OMPANY .

 

3.1. Covenants as to Exercise Shares. The Company covenants and agrees that all Exercise Shares that may b


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more