{"id":40750,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/warrant-priceline-com-inc-and-william-shatner.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"warrant-priceline-com-inc-and-william-shatner","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/warrant-priceline-com-inc-and-william-shatner.html","title":{"rendered":"Warrant &#8211; Priceline.com Inc. and William Shatner"},"content":{"rendered":"<pre>\n                               PRICELINE.COM LLC\n\n               (Organized under the laws of the State of Delaware)\n\n            Void after 5:00 p.m., New York City time, on April 8, 2003\n\n                    Warrant for the Purchase of 100,000 Units\n\n     FOR VALUE RECEIVED, PRICELINE.COM LLC, a Delaware limited liability \ncompany (the \"Company\"), hereby verifies that\n\n              -----------------WILLIAM SHATNER---------------\n\n(the \"Holder\") is entitled, subject to the provisions of this warrant (the \n\"Warrant\"), to purchase from the Company, at any time, or from time to time \nduring the period commencing at 9:00 a.m. New York City local time on \nApril 9, 1998 (the \"Base Date\"), and expiring at 5:00 p.m. New York City\n\n\n\n\n\nlocal time on April 9, 2003 (the \"Termination Date\") up to ONE HUNDRED \nTHOUSAND UNITS of the Company at a price of $0.00 per Unit (such exercise \nprice per unit being hereinafter referred to as the \"Exercise Price\").\n\n     The term \"Unit\" means the Units of the Company as constituted on the \nBase Date, together with any other equity securities that may be issued by \nthe Company. In addition thereto or in substitution therefor. The number of \nUnits to be received upon the exercise of this Warrant may be adjusted from \ntime to time as hereinafter set forth. The Units deliverable upon such \nexercise, and as adjusted from time to time, are hereinafter sometimes referred\nto as \"Warrant Units.\"\n\n     Upon receipt by the Company of evidence reasonably satisfactory to it of \nthe loss, theft, destruction or mutilation of this Warrant, and (in the case \nof loss, theft or destruction) of reasonably satisfactory indemnification, \nand upon surrender and cancellation of this Warrant, if mutilated, the Company \nshall execute and deliver a new Warrant of like tenor and date.\n\n     The Holder agrees with the Company that this Warrant is issued, and all \nthe rights hereunder shall be held, subject to all of the conditions, \nlimitations and provisions set forth herein. \n\n     1.  Exercise of Warrant. This Warrant may be exercised in whole or in \npart at any time, or from time to time, during the period commencing at 9:00 \na.m. New York City local time, on the Base Date and expiring at 5:00 p.m., \nNew York City local time, on the Termination Date or if such day is a day on \nwhich banking institutions in the City of New York are authorized by law to \nclose, then on the next succeeding day that shall not be such a day, by \npresentation and surrender hereof to the Company at its principal office with \nthe Warrant Exercise Form attached hereto duly executed and accompanied by \npayment (either in cash or by certified or official bank check, payable to \nthe order of the Company), of the Exercise Price for the number of Units \nspecified in such Form and instruments of transfer, if appropriate, duly \nexecuted by the Holder or his or her duly authorized attorney. If this \nWarrant should be exercised in part only, the Company shall, upon surrender \nof this Warrant for cancellation, execute and deliver a new Warrant \nevidencing the rights of the Holder thereof to purchase the balance of the \nUnits purchasable hereunder. Upon receipt by the Company of this Warrant, \ntogether with the Exercise Price, in proper form for exercise, the Holder \nshall be deemed to be the holder of record of the Units issuable upon such \nexercise, notwithstanding that the transfer books of the Company shall then \nbe closed or that certificates representing such Units shall not then be \nactually delivered to the Holder. The Company shall pay any and all \ndocumentary stamp or similar issue or transfer taxes payable in respect of \nthe issue or delivery of Units on exercise of this Warrant.\n\n     2. Reservation of Units. The Company will at all times reserve for \nissuance and delivery upon exercise of this Warrant all Units or other equity \nsecurities of the Company (and other securities and property) from time to \ntime receivable upon exercise of this Warrant. All such Units (and other \nsecurities and property) shall be duly authorized and, when issued upon such \nexercise, shall be validly issued, fully paid and nonassessable and free of \nall preemptive rights.\n\n     3.  Restrictions Upon Transferability of Warrant and Warrant Stock; \nTransfer to Comply with the Securities Act of 1933 and the Subscription \nAgreement. Neither this Warrant nor the\n\n\n                                       2\n\n\n\n\nWarrant Units issuable upon exercise of this Warrant have been registered \nunder the Securities Act of 1933, as amended (the \"Act\"). Holders hereof \nand thereof shall be subject to such restrictions upon the sale or other \ndisposition thereof, all as more fully set forth in or referred to in the \nSubscription Agreement of even date herewith between the Company and the \nHolder (the \"Subscription Agreement\") and the Limited Liability Company \nAgreement of the Company dated as of July 18, 1997 (as same may be amended, \nthe \"LLC Agreement\"). The Subscription Agreement and the LLC Agreement are \nincorporated by reference as an integral part of this Warrant.\n\n    4. Exchange, Transfer, Assignment or Loss of Warrant. This Warrant cannot \nbe exchanged, transferred or assigned otherwise than in accordance with the \nprovisions of the Subscription Agreement and the LLC Agreement. If the \nprovisions of the Subscription Agreement are complied with, upon surrender of \nthis Warrant to the Company with the Assignment Form annexed hereto duly \nexecuted and funds sufficient to pay any transfer tax, the Company shall, \nwithout charge, execute and deliver a new Warrant in the name of the heir, \ndevisee or assignee named in such instrument of assignment and this Warrant \nshall promptly be cancelled.\n\n    5. Rights of the Holder. The Holder shall not, by virtue hereof, be \nentitled to any rights of a Unitholder of the Company, either at law or in \nequity, and the rights of the Holder are limited to those expressed in this \nWarrant.\n\n    6. Redemption. This Warrant is not redeemable by the Company.\n\n    7. Adjustment of Number and Kind of Securities Purchasable upon Exercise \nof Warrant.\n\n       (a) Definitions. As used in this Agreement, the following terms have \nthe following respective meanings:\n\n           (i)  \"Convertible Securities\" means any evidence of indebtedness, \nunits or other securities directly or indirectly convertible into or \nexchangeable for Units.\n\n           (ii) \"Issue\" means to grant, issue, sell assume, or fix a record \ndate for determining persons entitled to receive, any security (including \nOptions), whichever of the foregoing is the first to occur.\n\n       (b) Unit Distributions. In case at any time the Company shall declare \na dividend or make any other distribution upon any Units of the Company which \nis payable in Units or Convertible Securities, any Units or Convertible \nSecurities, as the case may be, issuable in payment of such dividend or \ndistribution shall be deemed to have been issued or sold without \nconsideration.\n\n       (c) Subdivision or Combination of Units. In case the Company shall at \nany time subdivide the outstanding Units into a greater number of Units, the \nnumber of Units issuable upon exercise of this Warrant immediately prior to \nsuch subdivision shall be proportionately increased, and conversely, in case \nthe outstanding Units shall be combined at any time into a smaller number of \nUnits, the number of Units issuable upon exercise of this Warrant immediately \nprior to such combination shall be proportionately reduced.\n\n\n                                     3\n\n\n\n\n\n      (d) Adjustments for Consolidation, Merger, Sale of Assets, \nReorganization, etc. In case the Company (i) consolidates with or merges into \nany other entity and is not the continuing or surviving entity of such \nconsolidation or merger, or (ii) permits any other entity to consolidate with \nor merge into the Company and the Company is the continuing or surviving \nCompany but, in connection with such consolidation or merger, the Units are \nchanged into or exchanged for units or other securities of any other entity \nor cash or any other assets, or (iii) transfers all or substantially all of \nits properties and assets to any other entity, or (iv) effects a \nreorganization or reclassification of the equity of the Company in such a way \nthat holders of Units shall be entitled to receive stock, securities, cash or \nassets with respect to or in exchange for Units, then, and in each such case, \nproper provision shall be made so that, upon the exercise of this Warrant at \nany time after the consummation of such consolidation, merger, transfer, \nreorganization or reclassification, each Holder shall be entitled to receive \n(at the aggregate Exercise Price in effect for Units issuable upon such \nexercise of this Warrant immediately prior to such consummation). In lieu of \nUnits issuable upon such exercise of this Warrant prior to such consummation, \nthe stock and other securities, cash and assets to which such Holder would \nhave been entitled upon such consummation if such Holder had so exercised \nthis Warrant immediately prior thereto (subject to adjustments subsequent to \nsuch action as nearly equivalent as possible to the adjustments provided for \nin this Section 7).\n\n      (e) Notice of Adjustments. Whenever the number of Units issuable upon \nthe exercise of this Warrant is adjusted, as provided in this Section 7, the \nCompany shall prepare and mail to each Holder a certificate setting forth \n(i) the number of Units issuable upon the exercise of this Warrant after such \nadjustment, (ii) a brief statement of the facts requiring such adjustment and \n(iii) the computation by which such adjustment was made.\n\n      (f) No Change of Warrant Necessary. Irrespective of any adjustment in \nthe number or kind of securities issuable upon exercise of this Warrant, \nunless the Holder of this Warrant otherwise requests, this Warrant may \ncontinue to express the same price and number and kind of Units as are \nstated in this Warrant as initially Issued.\n\n      (g) Certain Adjustment Rules.\n\n          (i) The provisions of this Section 7 shall similarly apply to \nsuccessive transactions.\n\n          (ii) If the Company shall declare any distribution referred to in \nSection 7(b) and shall legally abandon such distribution prior to payment, \nthen no adjustment shall be made pursuant to this Section 7 in respect of \nsuch declaration.\n\n   8. Leased. Upon exercise of this Warrant and the issuance of any of the \nWarrant Units hereunder, all certificates representing Units shall bear on \nthe face thereof substantially the legend set forth herein.\n\n   9. Applicable Law. This Warrant is issued under and shall for all purposes \nbe governed by and construed in accordance with the laws of the State of \nConnecticut.\n\n                                       4\n\n\n\n\n   10. Notice. Notices and other communications to be given hereunder shall \nbe given in accordance with the Subscription Agreement. \n\n   IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on \nits behalf, by its duly authorized officer.  \n\n                                       PRICELINE COM LLC\n\n                                       By: \/s\/ Jay Walker\n                                           ----------------\n                                           Jay Walker\n                                           Its President\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8573],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9541],"class_list":["post-40750","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-pricelinecom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__consulting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40750","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40750"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40750"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40750"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40750"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}