Back to top

WARRANT TO PURCHASE COMMON STOCK OF NAVISITE, INC.

Warrant Agreement

WARRANT

                           TO PURCHASE COMMON STOCK OF

                                 NAVISITE, INC.
 | Document Parties: NAVISITE INC | SPCP Group III LLC, You are currently viewing:
This Warrant Agreement involves

NAVISITE INC | SPCP Group III LLC,

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: WARRANT TO PURCHASE COMMON STOCK OF NAVISITE, INC.
Governing Law: Delaware     Date: 6/14/2006
Industry: Computer Services     Law Firm: Skadden, Arps, Slate, Meagher Flom LLP;     Sector: Technology

50 of the Top 250 law firms use our Products every day

<PAGE>

                                                                    EXHIBIT 10.6

                                    WARRANT

                           TO PURCHASE COMMON STOCK OF

                                 NAVISITE, INC.

                                              Warrant No. 2
                                             Original Issue Date: April 11, 2006

<PAGE>

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED UNLESS (I) A REGISTRATION
STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT OR (II) THE
TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT.

                                                                    Warrant No. 2

                                     WARRANT

      TO PURCHASE 878,733 SHARES (SUBJECT TO ADJUSTMENT) OF COMMON STOCK OF
                                 NAVISITE, INC.

          THIS IS TO CERTIFY THAT SPCP Group III LLC, a Delaware limited
liability corporation ("Silver Point"), or its registered assigns, is entitled,
at any time prior to the Expiration Date to purchase from NaviSite, Inc., a
Delaware corporation (the "Company"), 878,733 shares (subject to adjustment as
provided herein) of the common stock, par value $0.01 per share, of the Company
at a purchase price of $0.01 per share (the initial "Exercise Price", subject to
adjustment as provided herein).

          This Warrant was issued in connection with that certain Credit and
Guaranty Agreement, dated as of the date hereof, by and among the Company, the
Guarantors party thereto, the Lenders from time to time party thereto, and
Silver Point, as Administrative Agent for the Lenders (as amended, modified,
supplemented or restated from time to time, the "Credit Agreement"), and is
subject to the terms thereof.

1.    DEFINITIONS

          As used in this Warrant, the following terms have the respective
meanings set forth below:

          "Affiliate" of, or a Person "Affiliated" with, a specified Person
means any other Person directly or indirectly controlling, controlled by, or
under common control with, that Person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as applied to any Person,
means the possession, directly or indirectly, of the power (i) to vote 5% or
more of the Securities having ordinary voting power for the election of
directors of such Person, or (ii) to direct or cause the direction of the
management and policies of that Person, whether through the ownership of voting
securities or by contract or otherwise. Notwithstanding anything to the

<PAGE>

contrary herein, in no event shall any Agent or Lender be considered an
"Affiliate" of any Credit Party.

          "Affiliate Transaction" shall have the meaning assigned to it in
Section 5.4 hereof.

          "Agreed Rate" means the rate of interest announced publicly by
Citibank, N.A. in New York, New York, from time to time, as Citibank, N.A.'s
base rate.

          "Appraisal Procedure" means the following procedure to determine the
fair market value, as to any security, for purposes of the definition of "Fair
Market Value" or the fair market value, as to any other property (in either
case, the "Valuation Amount"). The Valuation Amount shall be determined in good
faith jointly by the Company and the Holder; provided, however, that if such
parties are not able to agree on the Valuation Amount within a reasonable period
of time (not to exceed twenty (20) Business Days), the Valuation Amount shall be
determined by an investment banking firm of national reputation, which firm
shall be reasonably acceptable to the Company and the Holder. If the Company and
the Holder are unable to agree upon an acceptable investment banking firm within
ten (10) days after the date either party proposed that one be selected, the
investment banking firm will be selected by an arbitrator located in New York
City, New York, selected by the American Arbitration Association (or if such
organization ceases to exist, the arbitrator shall be chosen by a court of
competent jurisdiction). The arbitrator shall select the investment banking firm
(within ten (10) days of his appointment) from a list, jointly prepared by the
Company and the Holder, of not more than six investment banking firms of
national reputation in the United States, of which no more than three may be
named by the Company and no more than three may be named by the Holder. The
arbitrator may consider, within the ten-day period allotted, arguments from the
parties regarding which investment banking firm to choose, but the selection by
the arbitrator shall be made in its sole discretion from the list of six. The
Company and the Holder shall submit their respective valuations and other
relevant data to the investment banking firm, and the investment banking firm
shall, within thirty days of its appointment, make its own determination of the
Valuation Amount. The determination of the final Valuation Amount by such
investment banking firm shall be final and binding upon the parties. The Company
shall pay all of the fees and expenses of the investment banking firm and
arbitrator (if any) used to determine the Valuation Amount. If required by any
such investment banking firm or arbitrator, the Company shall execute a retainer
and engagement letter containing reasonable terms and conditions, including,
without limitation, customary provisions concerning the rights of
indemnification and contribution by the Company in favor of such investment
banking firm or arbitrator and its officers, directors, partners, employees,
agents and Affiliates.

          "Board Observer" shall have the meaning assigned to it in Section 9.3
hereof.

          "Business Day" means any day that is not a Saturday or Sunday or a day
on which banks are required or permitted to be closed in the State of New York.

          "Commission" means the Securities and Exchange Commission or any other
federal agency then administering the Securities Act and other federal
securities laws.


                                       2

<PAGE>

          "Common Stock" means the common stock, par value $0.01 per share, of
the Company as constituted on the Original Issue Date, and any capital stock
into which such Common Stock may thereafter be changed, and shall also include
(i) capital stock of the Company of any other class (regardless of how
denominated) issued to the holders of shares of any Common Stock upon any
reclassification thereof which is also not preferred as to dividends or
liquidation over any other class of stock of the Company and which is not
subject to redemption and (ii) shares of common stock of any successor or
acquiring corporation received by or distributed to the holders of Common Stock
of the Company in the circumstances contemplated by Section 4.6 hereof.

          "Company" means NaviSite, Inc., a Delaware corporation, and any
successor corporation.

          "Conversion Cap" shall have the meaning assigned to it in Section 4.13
hereof.

          "Designated Office" shall have the meaning assigned to it in Section 8
hereof.

          "Dilution Price" shall mean, with respect to each share of Common
Stock, $3.50, subject to appropriate adjustment for events described in Sections
4.4, 4.5 and 4.6.

          "Exercise Date" shall have the meaning assigned to it in Section
2.1(a) hereof.

          "Exercise Notice" shall have the meaning assigned to it in Section
2.1(a) hereof.

          "Exercise Price" means, in respect of a share of Warrant Stock at any
date herein specified, the initial Exercise Price set forth in the preamble of
this Warrant, as adjusted from time to time pursuant to Section 4 hereof.

          "Expiration Date" means the 10th anniversary of the Original Issue
Date.

          "Fair Market Value" means, as to any security, the Twenty Day Average
of the average closing prices of such security's sales on all domestic
securities exchanges on which such security may at the time be listed, or, if
there have been no sales on any such exchange on any day, the average of the
highest bid and lowest asked prices on all such exchanges at the end of such
day, or, if on any day such security is not so listed, the average of the
representative bid and asked prices quoted on The Nasdaq Capital Market as of
4:00 P.M., New York City time, on such day, or, if on any day such security is
not quoted on The Nasdaq Capital Market, the average of the highest bid and
lowest asked prices on such day in the domestic over-the-counter market as
reported by the National Quotation Bureau, Incorporated, or any similar or
successor organization (and in each such case excluding any trades that are not
bona fide, arm's length transactions). If at any time such security is not
listed on any domestic securities exchange or quoted on The Nasdaq Capital
Market or the domestic over-the-counter market, the "Fair Market Value" of such
security shall be the fair market value thereof as determined in accordance with
the Appraisal Procedure, using any appropriate valuation method, assuming an
arms-length sale to an independent party. "Fair Market Value" means, with
respect to property other than securities, the "fair market value" determined in
accordance with the Appraisal Procedure. No amount shall be ascribed to "Fair
Market Value" with respect to any non-cash consideration other than a security
or other property, as contemplated above.


                                       3

<PAGE>

          "Financial Officer Certification" means, with respect to the financial
statements for which such certification is required, the certification of the
chief financial officer of Company that such financial statements fairly
present, in all material respects, the financial condition of Company and its
Subsidiaries as at the dates indicated and the results of their operations and
their cash flows for the periods indicated, in each case in conformity with GAAP
applied on a consistent basis, subject, in the case of interim financial
statements, to changes resulting from normal audit and year end adjustments.

          "Fiscal Quarter" means a fiscal quarter of any Fiscal Year.

          "Fiscal Year" means the fiscal year of Company and its Subsidiaries
ending on July 31 of each calendar year.

          "GAAP" means United States generally accepted accounting principles
consistently applied.

          "Governmental Entity" means any federal, state, municipal, national or
other government, governmental department, commission, board, bureau, court,
agency or instrumentality or political subdivision thereof or any entity or
officer exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to any government or any court, in
each case whether associated with a state of the United States, the United
States, or a foreign entity or government.

          "Holder" means (a) with respect to this Warrant, the Person in whose
name the Warrant set forth herein is registered on the books of the Company
maintained for such purpose and (b) with respect to any other Warrant or shares
of Warrant Stock, the Person in whose name such Warrant or Warrant Stock is
registered on the books of the Company maintained for such purpose.

          "Lien" means (i) any lien, mortgage, pledge, assignment, security
interest, charge or encumbrance of any kind (including any agreement to give any
of the foregoing, any conditional sale or other title retention agreement, and
any lease in the nature thereof) and any option, trust or other preferential
arrangement having the practical effect of any of the foregoing, and (ii) in the
case of Securities, any purchase option, call or similar right of a third party
with respect to such Securities.

          "Original Issue Date" means April 11, 2006, the date on which the
Original Warrants were issued by the Company pursuant to the Purchase Agreement.

          "Original Warrants" means the Warrants originally issued by the
Company pursuant to the Purchase Agreement.

          "Outstanding" means, when used with reference to Common Stock, at any
date as of which the number of shares thereof is to be determined, all issued
shares of Common Stock, except shares then owned or held by or for the account
of the Company or any Subsidiary, and shall include all shares issuable in
respect of outstanding scrip or any certificates representing fractional
interests in shares of Common Stock.


                                       4


<PAGE>

          "Person" means and includes natural persons, corporations, limited
partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and Governmental Entity.

          "Purchase Agreement" means the Warrant Purchase Agreement by and
between the Company and Silver Point, dated as of April 11, 2006.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder, all as the same shall be in
effect at the time.

          "Shareholder Approval" means the approval by the shareholders of the
Company of the issuance of the Warrant for the purpose of terminating the
Conversion Cap.

          "Stock Incentive Plan" shall have the meaning assigned to it in
Section 4.16 hereof.

          "Subsidiary" means any corporation, association, trust, limited
liability company, partnership, joint venture or other business association or
entity (i) at least 50% of the Outstanding voting securities of which are at the
time owned or controlled, directly or indirectly, by the Company; or (ii) with
respect to which the Company possesses, directly or indirectly, the power to
direct or cause the direction of the affairs or management of such Person.

          "Transfer" means any disposition of any Warrant or Warrant Stock or of
any interest therein, which would constitute a "sale" thereof or a transfer of a
beneficial interest therein within the meaning of the Securities Act.

          "Twenty Day Average" means, with respect to any prices and in
connection with the calculation of Fair Market Value, the average of such prices
over the twenty Business Days ending on the Business Day immediately prior to
the day as of which "Fair Market Value" is being determined.

          "Warrant Price" means an amount equal to (i) the number of shares of
Warrant Stock being purchased upon exercise of this Warrant pursuant to Section
2.1 hereof, multiplied by (ii) the Exercise Price.

          "Warrant" means the Original Warrants and all Warrants issued upon
transfer, division or combination of, or in substitution for, the Original
Warrants, or any other Warrant subsequently issued to the Holder. All Warrants
shall at all times be identical as to terms and conditions, except as to the
number of shares of Warrant Stock for which they may be exercised and their date
of issuance.

          "Warrant Stock" means the shares of Common Stock issued, issuable or
both (as the context may require) upon the exercise of Warrants.

2.    EXERCISE OF WARRANT

          2.1 Manner of Exercise.


                                       5

<PAGE>

          (a) From and after the Original Issue Date and at any time before 5:00
P.M., New York time, on the Expiration Date, the Holder of this Warrant may from
time to time exercise this Warrant, on any Business Day, for all or any part of
the number of shares of Warrant Stock (subject to adjustment as provided herein)
purchasable hereunder. In order to exercise this Warrant, in whole or in part,
the Holder shall (i) deliver to the Company at its Designated Office a written
notice of the Holder's election to exercise this Warrant (an "Exercise Notice")
substantially in the form attached to this Warrant as Annex A, which Exercise
Notice shall be irrevocable and specify the number of shares of Warrant Stock to
be purchased, together with this Warrant and (ii) pay to the Company the Warrant
Price. The date on which such delivery and payment shall have taken place being
hereinafter sometimes referred to as the "Exercise Date".

          (b) Upon receipt by the Company of such Exercise Notice, surrender of
this Warrant and payment of the Warrant Price (in accordance with Section 2.1(c)
hereof), the Company shall, as promptly as practicable, and in any event within
five (5) Business Days thereafter, execute (or cause to be executed) and deliver
(or cause to be delivered) to the Holder a certificate or certificates
representing the shares of Warrant Stock issuable upon such exercise, together
with cash in lieu of any fraction of a share, as hereafter provided. The stock
certificate or certificates so delivered shall be, to the extent possible, in
such denomination or denominations as the exercising Holder shall reasonably
request in the Exercise Notice and shall be registered in the name of the Holder
or, subject to compliance with Section 3.3 below, such other name as shall be
designated in the Exercise Notice. This Warrant shall be deemed to have been
exercised and such certificate or certificates of Warrant Stock shall be deemed
to have been issued, and the Holder or any other Person so designated to be
named therein shall be deemed to have become a holder of record of such shares
of Warrant Stock for all purposes, as of the Exercise Date.

          (c) Payment of the Warrant Price shall be made at the option of the
Holder by one or more of the following methods: (i) by delivery of a certified
or official bank check or by wire transfer of immediately available funds in the
amount of such Warrant Price payable to the order of the Company, (ii) by
instructing the Company to withhold a number of shares of Warrant Stock then
issuable upon exercise of this Warrant with an aggregate Fair Market Value equal
to such Warrant Price, (iii) by surrendering to the Company shares of Common
Stock previously acquired by the Holder with an aggregate Fair Market Value
equal to such Warrant Price, or (iv) any combination of the foregoing. In the
event of any withholding of Warrant Stock or surrender of Common Stock pursuant
to clause (ii), (iii) or (iv) above where the number of shares whose Fair Market
Value is equal to the Warrant Price is not a whole number, the number of shares
withheld by or surrendered to the Company shall be rounded up to the nearest
whole share and the Company shall make a cash payment to the Holder based on the
incremental fraction of a share being so withheld by or surrendered to the
Company in an amount determined in accordance with Section 2.3 hereof.
Notwithstanding the foregoing, the Holder will pay an amount per Warrant Share
equal to the par value, or such other amount as is necessary to have fully paid
and nonassessable shares of the Company, provided that any such election by a
Holder shall not relieve the Company of any liability or obligation it may have
under this Warrant.


                                       6

<PAGE>

          (d) If this Warrant shall have been exercised in part, the Company
shall, at the time of delivery of the certificate or certificates representing
the shares of Warrant Stock being issued, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased shares of
Warrant Stock called for by this Warrant. Such new Warrant shall in all other
respects be identical to this Warrant.

          (e) All Warrants delivered for exercise shall be canceled by the
Company.

          2.2 Payment of Taxes. All shares of Warrant Stock issuable upon the
exercise of this Warrant pursuant to the terms hereof shall be validly issued,
fully paid and nonassessable, issued without violation of any preemptive or
similar rights of any stockholder of the Company and free and clear of all
Liens. The Company shall pay all expenses in connection with, and all taxes and
other governmental charges that may be imposed with respect to, the issue or
delivery thereof.

          2.3 Fractional Shares. The Company shall not be required to issue a
fractional share of Warrant Stock upon exercise of any Warrant. As to any
fraction of a share that the Holder of one or more Warrants, the rights under
which are exercised in the same transaction, would otherwise be entitled to
purchase upon such exercise, the Company shall pay to such Holder an amount in
cash equal to such fraction multiplied by the Fair Market Value of one share of
Common Stock on the Exercise Date.

3.    TRANSFER, DIVISION AND COMBINATION

          3.1 Compliance with Securities Act. The Holder, by acceptance hereof,
agrees to comply in all respects with the provisions of this Section 3.1 and
further agrees that this Warrant and the Warrant Stock to be issued upon
exercise hereof are being acquired for investment for its own account and that
such Holder will not offer, sell or otherwise dispose of this Warrant or any
Warrant Stock to be issued upon exercise hereof except under circumstances that
will not result in a violation of the Securities Act. This Warrant and all
shares of Warrant Stock issued upon exercise of this Warrant (unless registered
under the Securities Act) shall be stamped or imprinted with a legend in
substantially the following form:

     THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE
     SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED UNLESS (I) A
     REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT OR
     (II) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT.

In addition, in connection with the issuance of this Warrant, the Holder
specifically represents to the Company by acceptance of this Warrant as follows:

          (a) The Holder believes it has received all the information it
considers necessary or appropriate for deciding whether to acquire the Warrant.
The Holder further represents that it has had an opportunity to ask questions
and receive answers from the Company


                                       7

<PAGE>

regarding the terms and conditions of the offering of the Warrant and the
business, properties, prospects and financial condition of the Company. The
foregoing, however, does not limit or modify the representations and warranties
of the Company in this Warrant or in the Credit Agreement or the right of the
Holder to rely thereon.

          (b) The Holder understands that the securities it is purchasing are
characterized as "restricted securities" under the federal securities laws
inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under such laws and applicable regulations
such securities may be resold without registration under the Securities Act,
only in certain limited circumstances. In addition, the Holder represents that
it is familiar with SEC Rule 144, as presently in effect, and understands the
resale limitations imposed thereby and by the Securities Act.

          (c) The Holder is an investor that can bear the economic risk of its
investment, and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of the investment
in the Warrant and the Warrant Stock. The Holder also represents it has not been
organized solely for the purpose of acquiring the Warrant and the Warrant Stock.

          3.2 Transfer. Each new certificate evidencing the Warrant and/or
Warrant Stock so transferred shall bear the appropriate restrictive legend set
forth in Section 3.1 hereof, except that such certificate shall not bear such
restrictive legend, if, in the opinion of counsel for the Company, such legend
is not required in order to establish or assist in compliance with any
provisions of the Securities Act or any applicable state securities laws. Upon
compliance with the provisions of this Section 3.2, each transfer of this
Warrant and all rights hereunder, in whole or in part, shall be registered on
the books of the Company to be maintained for such purpose, upon surrender of
this Warrant at the Designated Office and compliance with the terms hereof,
together with a written assignment of this Warrant in the form of Annex B hereto
duly executed by the Holder or its agent or attorney and funds sufficient to pay
any transfer taxes described in Section 2.2 in connection with the making of
such transfer. Upon such compliance, surrender and delivery and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in
the name of the assignee or assignees and in the denominations specified in such
instrument of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned and this Warrant shall
promptly be cancelled.

          3.3 Mutilation or Loss. Upon receipt by the Company from any Holder of
evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant and an indemnity reasonably satisfactory to it (it
being understood that the written indemnification agreement of or affidavit of
loss of the Holder shall be a sufficient indemnity) and, in case of mutilation,
upon surrender and cancellation hereof, the Company will execute and deliver in
lieu hereof a new Warrant of like tenor to such Holder; provided, however, that,
in the case of mutilation, no indemnity shall be required if this Warrant in
identifiable form is surrendered to the Company for cancellation.

          3.4 Division and Combination. Subject to compliance with the
applicable provisions of this Warrant, this Warrant may be divided or combined
with other Warrants upon presentation hereof at the Designated Office, together
with a written notice specifying the names


                                       8

<PAGE>

and denominations in which new Warrants are to be issued, signed by the Holder
or its agent or attorney. Subject to compliance with the applicable provisions
of this Warrant as to any transfer which may be involved in such division or
combination, the Company shall execute and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice.

          3.5 Expenses. The Company shall prepare, issue and deliver at its own
expense any new Warrant or Warrants required to be issued hereunder.

          3.6 Maintenance of Books. The Company agrees to maintain, at the
Designated Office, books for the registration and transfer of the Warrants.

4.    ANTIDILUTION PROVISIONS

          The number of shares of Warrant Stock for which this Warrant is
exercisable and the Exercise Price shall be subject to adjustment from time to
time as set forth in this Section 4.

          4.1 Upon Issuance of Common Stock. If the Company shall, at any time
or from time to time after the Original Issue Date, issue any shares of Common
Stock, options to purchase or rights to subscribe for Common Stock, securities
by their terms convertible into or exchangeable for Common Stock, or options to
purchase or rights to subscribe for such convertible or exchangeable securities
without consideration or for consideration per share less than either (x) the
Dilution Price in effect immediately prior to the issuance of such Common Stock
or securities or (y) the Fair Market Value per share of the Common Stock
immediately prior to such issuance, if such Fair Market Value is greater than
the Dilution Price, then such Exercise Price shall forthwith be lowered to a
price equal to the price obtained by multiplying:

               (i) the Exercise Price in effect immediately prior to the
          issuance of such Common Stock, options, rights or securities by

               (ii) a fraction of which (x) the numerator shall be the sum of
          (i) the number of shares of Common Stock Outstanding on a
          fully-diluted basis immediately prior to such issuance and (ii) the
          number of additional shares of Common Stock which the aggregate
          consideration for the number of shares of Common Stock so offered
          would purchase at the greater of the Dilution Price in effect
           immediately prior to such issuance or the Fair Market Value per share
          of Common Stock and (y) the denominator shall be the number of shares
          of Common Stock Outstanding on a fully-diluted basis immediately after
          such issuance.

          4.2 Upon Acquisition of Common Stock. If the Company or any Subsidiary
shall, at any time or from time to time after the Original Issue Date, directly
or indirectly, redeem, purchase or otherwise acquire any shares of Common Stock,
options to purchase or rights to subscribe for Common Stock, securities by their
terms convertible into or exchangeable for Common Stock, or options to purchase
or rights to subscribe for such convertible or exchangeable securities, for a
consideration per share (plus, in the case of such options, rights, or
securities, the additional consideration required to be paid to the Company upon
exercise,


                                       9

<PAGE>

conversion or exchange) greater than the Fair Market Value per share of Common
Stock immediately prior to such event, then the Exercise Price shall forthwith
be lowered to a price equal to the price obtained by multiplying:

               (i) the Exercise Price in effect immediately prior to such event
          by

                (ii) a fraction of which (x) the denominator shall be the Fair
          Market Value per share of Common Stock immediately prior to such event
          and (y) the numerator shall be the result of dividing:

                    (A)   (1) the product of (a) the number of shares of Common
                         Stock Outstanding on a fully-diluted basis and (b) the
                         Fair Market Value per share of Common Stock, in each
                         case immediately prior to such event, minus (2) the
                         aggregate consideration paid by the Company in such
                         event (plus, in the case of such options


SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Close this window