Automatic Exercise of the Warrants. (a) All Warrants for which the Warrant Agent has not received a valid Exercise Notice at or prior to 1:00 P.M., New York City time, or for which the Warrant Agent has received a valid Exercise Notice but with respect to which timely delivery of the relevant Warrants has not been made, together with any Warrants the Valuation Date for which has at such time been postponed as described under Section 2.04 of this Agreement, on (i) the second New York Business Day immediately preceding October __, 1998 (the "Expiration Date") or (ii) the close of business on the New York Business Day on which the Warrants are delisted from, or permanently suspended from trading on, the American Stock Exchange and the Warrants are not simultaneously accepted for trading pursuant to the rules of another self-regulatory organization whose rules are filed with the Securities and Exchange Commission (a "Self-Regulatory Organization") under the Securities Exchange Act of 1934, as amended, (the "Early Expiration Date") shall be automatically exercised, without any required delivery of notice of exercise or delivery of the Warrants from any relevant Depository Participant to the Warrant Agent, on the New York Business Day immediately preceding such Expiration Date or Early Expiration Date, as the case may be, (such New York Business Day shall be the Exercise Date for such automatically exercised Warrants). The Company shall advise the Warrant Agent of the date of any expected delisting or permanent suspension of trading of the Warrants as soon as is practicable and shall immediately inform the Warrant Agent after the Company has received notice that such delisting or suspension has occurred and that the Warrants are not accepted for listing on another Self-Regulatory Organization, but in no event will such notice be given to the Warrant Agent later than 5:00 P.M., New York City time, on the New York Business Day preceding the Early Expiration Date. (b) In the event the Warrants are cancelled by the Company because of the continuance of an Extraordinary Event as described in Section 2.04 of this Agreement, Warrants not previously exercised shall be automatically exercised on the basis that the Valuation Date for such Warrants shall be the Cancellation Date. (c) By 5:00 P.M., New York City time, on the second New York Business Day immediately preceding the Expiration Date the Warrant Agent shall advise the Company of the number of Unexercised Warrants outstanding after 1:00 P.M., New York City time, on such New York Business Day. The Warrant Agent shall, not later than 10:00 A.M., New York City time, on the New York Business Day following the applicable Valuation Date, (i) obtain the Index Spot Price from the Calculation Agent and determine the Cash Settlement Value, if any, in the manner provided in paragraph (e) of Section 2.02, (ii) advise the Company of the Index Spot Price and the Cash Settlement Value, if any, of the Unexercised Warrants evidenced by the Global Warrant Certificate, and (iii) advise the Company of such other matters relating to the Unexercised Warrants as the Company shall reasonably request. Provided that the Company has made adequate funds available to the Warrant Agent in a timely manner which shall, in no event, be later than 3:00 P.M., New York City time, on the fourth New York Business Day following the Expiration Date, the Warrant Agent shall make its check (or another form of payment in accordance with existing arrangements between the Warrant Agent and the Depository) available to the Depository against receipt by the Warrant Agent from the Depository of the Global Warrant Certificate on the fourth New York Business Day following the Expiration Date, such payment to be in the amount of the aggregate Cash Settlement Value in respect of the number of Unexercised Warrants evidenced by the Global Warrant Certificate at the close of business on the Expiration Date. The Warrant Agent shall promptly cancel the Global Warrant Certificate following its receipt thereof from the Depository. (d) The Company shall notify the Holders, or shall cause such Holders to be notified, as promptly as is practicable, of any delisting or suspension of trading of the Warrants. (e) Notwithstanding the foregoing, no delisting or suspension of trading shall affect the right of a beneficial owner of an interest in the Global Warrant Certificate to cause a Depository Participant to exercise the Warrants or effect an automatic exercise of the Warrants if the Warrants are simultaneously accepted for trading pursuant to the rules of another Self- Regulatory Organization. If the Warrants are so listed by another Self- Regulatory Organization, from and after such date all references in this Section 2.03 shall continue to apply, but each reference to the "American Stock Exchange" herein shall be deemed to refer to such other Self-Regulatory Organization. (f) By 5:00 P.M., New York City time, on the Early Expiration Date the Warrant Agent shall advise the Company of the number of Unexercised Warrants outstanding after 1:00 P.M., New York City time, on such Early Expiration Date. The Warrant Agent shall, not later than 10:00 A.M., New York City time, on the New York Business Day following the applicable Valuation Date, (i) obtain the Index Spot Price from the Calculation Agent and determine the Cash Settlement Value, if any, in the manner provided in paragraph (e) of Section 2.02, (ii) advise the Company of the Index Spot Price and the Cash Settlement Value, if any, of the Unexercised Warrants evidenced by the Global Warrant Certificate, and (iii) advise the Company of such other matters relating to the Unexercised Warrants as the Company shall reasonably request. Provided that the Company has made adequate funds available to the Warrant Agent in a timely manner which shall, in no event, be later than 3:00 P.M., New York City time, on the fourth New York Business Day following the Early Expiration Date, the Warrant Agent shall make its check (or another form of payment in accordance with existing arrangements between the Warrant Agent and the Depository) available to the Depository against receipt by the Warrant Agent from the Depository of the Global Warrant Certificate on the fourth New York Business Day following the Early Expiration Date, such payment to be in the amount of the aggregate Cash Settlement Value in respect of the number of Unexercised Warrants evidenced by the Global Warrant Certificate at the close of business on the Expiration Date. The Warrant Agent shall promptly cancel the Global Warrant Certificate following its receipt thereof from the Depository.
Appears in 1 contract
Automatic Exercise of the Warrants. (a) All Warrants for with respect to which no accepted notice of exercise in good form has been received by the Warrant Agent has not received a valid Exercise Notice at or prior to 1:00 (the "Unexercised Warrants") by 3:00 P.M., New York City time, or for which on the Warrant Agent has received a valid Exercise Notice but with respect fifth New York Business Day preceding the earliest to which timely delivery occur of the relevant Warrants has not been made, together with any Warrants the Valuation Date for which has at such time been postponed as described under Section 2.04 of this Agreement, on (i) the second New York Business Day immediately preceding October __, 1998 (the "Expiration Date") or , and (ii) the close of business on the New York Business Day date on which the Warrants are delisted from, from or permanently suspended from trading onon the [National Securities Exchange] (or any successor national securities exchange) and not accepted at the same time for listing on another national securities exchange, the American Stock Exchange and the Warrants are not simultaneously accepted for trading pursuant to the rules of another self-regulatory organization whose rules are filed with the Securities and Exchange Commission (a "Self-Regulatory Organization") under the Securities Exchange Act of 1934, as amended, (the "Early Expiration Date") shall will be automatically exercisedexercised on such Expiration Date or the date of such delisting or permanent suspension from trading, without any required delivery of notice of exercise or delivery of the Warrants from any relevant Depository Participant to the Warrant Agent, on the New York Business Day immediately preceding such Expiration Date or Early Expiration Date, as the case may be, (such New York Business Day shall be the Exercise Date for such automatically exercised Warrants). The Company shall will advise the Warrant Agent of the date of any expected delisting or permanent suspension of trading of the Warrants as soon as is practicable and shall will immediately inform the Warrant Agent after the Company has received notice that such delisting or suspension has occurred and that the Warrants are not accepted for listing on another Self-Regulatory Organization, but in no event will notice of such notice delisting or suspension be given to the Warrant Agent later than 5:00 P.M.9:00 A.M., New York City time, on the New York Business Day preceding the Early Expiration Datedate that such delisting or suspension occurs.
(b) In the event the Warrants are cancelled by the Company because of the continuance of an Extraordinary Event as described in Section 2.04 of this Agreement, Warrants not previously exercised shall be automatically exercised on the basis that the Valuation Date for such Warrants shall be the Cancellation Date.
(c) By 5:00 P.M., New York City time, on the second fifth New York Business Day immediately preceding the Expiration Date Date, the Warrant Agent shall advise the Company of the number of Unexercised Warrants outstanding after 1:00 3:00 P.M., New York City time, on such New York Business Daydate. The Warrant Agent shall, not later than 10:00 A.M.shall obtain the Spot Rate on the New York Business Day following the Expiration Date. By 5:00 P.M., New York City time, on the New York Business Day following the applicable Valuation Expiration Date, the Warrant Agent shall (i) obtain determine and advise the Index Spot Price from the Calculation Agent and determine Company of the Cash Settlement Value, if any, Value (determined in the manner provided in paragraph (eSection 2.2(g), except that the Spot Rate shall be the Spot Rate on the New York Business Day following the Expiration Date) of Section 2.02, (ii) advise the Company of the Index Spot Price and the Cash Settlement Value, if any, of the Unexercised Warrants evidenced by the Global Warrant Certificate, and (iiiii) advise the Company of such other matters relating to the Unexercised Warrants as the Company shall reasonably request. Provided that the Company has made adequate funds available to the Warrant Agent in a timely manner which shall, in no event, be later than 3:00 P.M.12:00 noon, New York City time, on the fourth third New York Business Day following the Expiration Date, the Warrant Agent shall make will be responsible for making its treasurer's check (or another form of payment an official bank check in accordance with existing arrangements between the Warrant Agent and the Depository) New York Clearing House Funds available to the Depository against receipt by the Warrant Agent from the Depository of the Global Warrant Certificate after 12:00 noon, New York City time, but prior to the close of business on the fourth such third New York Business Day following the Expiration Date, such payment check to be in the amount of the aggregate Cash Settlement Value in respect of the number of Unexercised Warrants evidenced by the Global Warrant Certificate at that have been automatically exercised; provided, however, if such Settlement Date is a day on which banking institutions in [Foreign City], are authorized or required by law or executive order to close, such Settlement Date shall be the close of business next succeeding New York Business Day on the Expiration Datewhich banking institutions in [Foreign City] are not authorized or required by law or executive order to close. The Warrant Agent shall promptly cancel the Global Warrant Certificate following its receipt thereof from and deliver it to the DepositoryCompany.
(dc) The Following receipt by the Warrant Agent of notification from the Company shall notify that delisting of the Holders, or shall cause such Holders to be notified, as promptly as is practicable, of any delisting Warrants or suspension of trading of the Warrants.
(eWarrants has occurred on the [National Securities Exchange] or any successor national securities exchange) Notwithstanding the foregoing, no delisting or suspension of trading shall affect the right of a beneficial owner of an interest in the Global Warrant Certificate to cause a Depository Participant to exercise and provided the Warrants or effect an automatic exercise have not been at the same time accepted for listing on another national securities exchange, the Warrant Agent shall (i) advise the Company promptly thereafter of the number of Unexercised Warrants if the Warrants are simultaneously accepted for trading pursuant to the rules of another Self- Regulatory Organization. If the Warrants are so listed by another Self- Regulatory Organization, from and after such date all references in this Section 2.03 shall continue to apply, but each reference to the "American Stock Exchange" herein shall be deemed to refer to such other Self-Regulatory Organization.
(f) By 5:00 outstanding at 3:00 P.M., New York City time, on the Early Expiration Date fifth New York Business Day preceding the Warrant Agent shall date of such delisting or suspension, (ii) obtain the Spot Rate on the New York Business Day following the date of such delisting or suspension, (iii) advise the Company of the number of Unexercised Warrants outstanding after 1:00 such Spot Rate, (iv) by 5:00 P.M., New York City time, on such Early Expiration Date. The Warrant Agent shall, not later than 10:00 A.M., New York City time, on the New York Business Day following the applicable Valuation Datedate of such delisting or suspension, (i) obtain determine and advise the Index Spot Price from the Calculation Agent and determine Company of the Cash Settlement Value, if any, Value (determined in the manner provided in paragraph (eSection 2.2(g), except that the Spot Rate shall be the Spot Rate on the New York Business Day following the date of such delisting or suspension) of Section 2.02, (ii) advise the Company of the Index Spot Price and the Cash Settlement Value, if any, of the Unexercised Warrants evidenced by the Global Warrant Certificate, Certificate and (iiiv) advise the Company of such other matters relating to the Unexercised Warrants as the Company shall reasonably request. Provided that the Company has made adequate funds available to the Warrant Agent in a timely manner which shall, in no event, be later than 3:00 P.M.12:00 noon, New York City time, on the fourth third New York Business Day following the Early Expiration Datedate of such delisting or suspension, the Warrant Agent shall make will be responsible for making its treasurer's check (or another form of payment an official bank check in accordance with existing arrangements between the Warrant Agent and the Depository) New York Clearing House Funds available to the Depository against receipt by the Warrant Agent from the Depository of the Global Warrant Certificate after 12:00 noon, New York City Time, but prior to the close of business on the fourth such third New York Business Day following the Early Expiration Datesuch delisting or suspension, such payment check to be in the amount of the aggregate Cash Settlement Value in respect of the number of Unexercised Warrants evidenced by the Global Warrant Certificate at that have been automatically exercised; provided, however, if such Settlement Date is a day on which banking institutions in [Foreign City] are authorized or required by law or executive order to close, such Settlement Date shall be the close of business next succeeding New York Business Day on the Expiration Datewhich banking institutions in [Foreign City] are not authorized or required by law or executive order to close. The Warrant Agent shall promptly cancel the Global Warrant Certificate and deliver it to the Company.
(d) The Company will notify the Warrantholders, or will cause the Warrantholders to be notified, as promptly as is practicable of any expected delisting or suspension of trading of the Warrants.
(e) Notwithstanding anything to the contrary in this Section 2.3, any Warrant as to which a Failed Delivery shall have occurred and which shall be outstanding shall be deemed to be an Unexercised Warrant under this Agreement, including, but not limited to, Section 2.3(a), (b) and (c). For purposes of any calculation of the number of Unexercised Warrants as of any date prior to or following its receipt thereof from the Depositorytime of such Failed Delivery all such Warrants as to which a Failed Delivery shall have occurred and which shall be deemed outstanding shall be included in such number of Unexercised Warrants.
Appears in 1 contract
Automatic Exercise of the Warrants. (a) All Warrants for ---------------------------------- which the Warrant Agent has not received a valid Exercise Notice at or prior to 1:00 P.M., New York City time, or for which the Warrant Agent has received a valid Exercise Notice but with respect to which timely delivery of the relevant Warrants has not been made, together with any Warrants the Valuation Date Day for which has at such time been postponed as described under Section 2.04 of this Agreement, on (i) the second New York Business scheduled Index Calculation Day immediately preceding October __May 25, 1998 2001 (the "Expiration Date") or (ii) the close of business on the New York Business Day on which the Warrants are delisted from, or permanently suspended from trading on, the American Stock Exchange (the "AMEX") and the Warrants are not simultaneously accepted for trading pursuant to the rules of another self-regulatory regulated trading organization whose rules are filed with the Securities and Exchange Commission (a "Self-Regulatory Regulated Trading Organization") under the Securities Exchange Act of 1934, as amended, (the "Early Expiration Delisting Date") shall be automatically exercised, without any required delivery of notice of exercise an Exercise Notice or delivery of the Warrants from any relevant Depository Depositary Participant to the Warrant Agent, on the New York Business Day immediately preceding such Expiration Date or Early Expiration Delisting Date, as the case may be, (such New York Business Day shall the Expiration Date will be deemed the Exercise Date for such automatically exercised WarrantsDate). The Company shall advise the Warrant Agent in writing of the date of any expected delisting or permanent suspension of trading of the Warrants as soon as is practicable and shall immediately inform the Warrant Agent in writing after the Company has received notice that such delisting or suspension has occurred and that the Warrants are not accepted for listing on another Self-Regulatory Regulated Trading Organization, but in no event will such notice be given to the Warrant Agent later than 5:00 P.M., New York City time, on the New York Business Day preceding the Early Expiration Delisting Date.
(b) In the event the Warrants are cancelled by the Company because of the continuance of an Extraordinary Event as described in Section 2.04 of this AgreementEvent, Warrants not previously exercised shall be automatically exercised on the basis that the Valuation Date Day for such Warrants shall be the Cancellation DateDate (as defined in Section 2.04(a)).
(c) By 5:00 P.M., New York City time, on the second New York Business scheduled Index Calculation Day immediately preceding the Expiration Date Date, or if such day is not a New York Business Day, the next New York Business Day, the Warrant Agent shall advise the Company of the number of Unexercised Warrants outstanding after 1:00 P.M., New York City time, on such New York Business Index Calculation Day. The Warrant Agent shall, not later than 10:00 A.M., New York City time, on the New York Business Day following the applicable Valuation DateDay, (i) obtain the Index Spot Price Value from the Calculation Agent and determine the Cash Settlement ValueAmount, if any, in the manner provided in paragraph (ed) of Section 2.02, (ii) advise the Company of the Index Spot Price Value and the Cash Settlement ValueAmount, if any, of the Unexercised Warrants evidenced by the Global Warrant Certificate, and (iii) advise the Company of such other matters relating to the Unexercised Warrants as the Company shall reasonably requestrequest in writing. Provided that the Company has made adequate funds available to the Warrant Agent in a timely manner which shall, in no event, be later than 3:00 P.M., New York City time, on the fourth New York Business Day following the Expiration Date, the Warrant Agent shall make its check (or another form of payment in accordance with existing arrangements between the Warrant Agent and the DepositoryDepositary) available to the Depository Depositary against receipt by the Warrant Agent from the Depository Depositary of the Global Warrant Certificate on the fourth New York Business Day following the Expiration Date, such payment to be in the amount of the aggregate Cash Settlement Value Amount in respect of the number of Unexercised Warrants evidenced by the Global Warrant Certificate at the close of business on the Expiration Date. The Warrant Agent shall promptly cancel the Global Warrant Certificate following its receipt thereof from the DepositoryDepositary.
(d) The Company shall notify the Holders, or shall cause such Holders to be notified, as promptly as is practicable, of any delisting or suspension of trading of the Warrants.
(e) Notwithstanding the foregoing, no delisting or suspension of trading shall affect the right of a beneficial owner of an interest in the Global Warrant Certificate to cause a Depository Depositary Participant to exercise the Warrants or effect an automatic exercise of the Warrants if the Warrants are simultaneously accepted for trading pursuant to the rules of another Self- Regulatory Regulated Trading Organization. If the Warrants are so listed by another Self- Regulatory Regulated Trading Organization, from and after such date all references in this Section 2.03 shall continue to apply, but each reference to the "American Stock Exchange" herein shall be deemed to refer to such other Self-Regulatory Regulated Trading Organization.
(f) By 5:00 P.M., New York City time, on the Early Expiration Delisting Date the Warrant Agent shall advise the Company of the number of Unexercised Warrants outstanding after 1:00 P.M., New York City time, on such Early Expiration Delisting Date. The Warrant Agent shall, not later than 10:00 A.M., New York City time, on the New York Business Day following the applicable Valuation DateDay, (i) obtain the Index Spot Price Value from the Calculation Agent and determine the Cash Settlement ValueAmount, if any, in the manner provided in paragraph (e) of Section 2.02, (ii) advise the Company of the Index Spot Price Value and the Cash Settlement ValueAmount, if any, of the Unexercised Warrants evidenced by the Global Warrant Certificate, and (iii) advise the Company of such other matters relating to the Unexercised Warrants as the Company shall reasonably requestrequest in writing. Provided that the Company has made adequate funds available to the Warrant Agent in a timely manner which shall, in no event, be later than 3:00 P.M., New York City time, on the fourth New York Business Day following the Early Expiration Delisting Date, the Warrant Agent shall make its check (or another form of payment in accordance with existing arrangements between the Warrant Agent and the DepositoryDepositary) available to the Depository Depositary against receipt by the Warrant Agent from the Depository Depositary of the Global Warrant Certificate on the fourth New York Business Day following the Early Expiration Delisting Date, such payment to be in the amount of the aggregate Cash Settlement Value Amount in respect of the number of Unexercised Warrants evidenced by the Global Warrant Certificate at the close of business on the Expiration Delisting Date. The Warrant Agent shall promptly cancel the Global Warrant Certificate following its receipt thereof from the DepositoryDepositary.
Appears in 1 contract
Automatic Exercise of the Warrants. (a) All Warrants ---------------------------------- for which the Warrant Agent has not received a valid Exercise Notice at or prior to 1:00 P.M., New York City time, or for which the Warrant Agent has received a valid Exercise Notice but with respect to which timely delivery of the relevant Warrants has not been made, together with any Warrants the Valuation Date Day for which has at such time been postponed as described under Section 2.04 of this Agreement, on (i) the second New York Business scheduled Index Calculation Day immediately preceding October __May , 1998 2001 (the "Expiration Date") or (ii) the close of business on the New York Business Day on which the Warrants are delisted from, or permanently suspended from trading on, the American Stock Exchange (the "AMEX") and the Warrants are not simultaneously accepted for trading pursuant to the rules of another self-regulatory regulated trading organization whose rules are filed with the Securities and Exchange Commission (a "Self-Regulatory Regulated Trading Organization") under the Securities Exchange Act of 1934, as amended, (the "Early Expiration Delisting Date") shall be automatically exercised, without any required delivery of notice of exercise an Exercise Notice or delivery of the Warrants from any relevant Depository Depositary Participant to the Warrant Agent, on the New York Business Day immediately preceding such Expiration Date or Early Expiration Delisting Date, as the case may be, (such New York Business Day shall the Expiration Date will be deemed the Exercise Date for such automatically exercised WarrantsDate). The Company shall advise the Warrant Agent of the date of any expected delisting or permanent suspension of trading of the Warrants as soon as is practicable and shall immediately inform the Warrant Agent after the Company has received notice that such delisting or suspension has occurred and that the Warrants are not accepted for listing on another Self-Regulatory Regulated Trading Organization, but in no event will such notice be given to the Warrant Agent later than 5:00 P.M., New York City time, on the New York Business Day preceding the Early Expiration Delisting Date.
(b) In the event the Warrants are cancelled by the Company because of the continuance of an Extraordinary Event as described in Section 2.04 of this AgreementEvent, Warrants not previously exercised shall be automatically exercised on the basis that the Valuation Date Day for such Warrants shall be the Cancellation DateDate (as defined in Section 2.04(a)).
(c) By 5:00 P.M., New York City time, on the second New York Business scheduled Index Calculation Day immediately preceding the Expiration Date Date, or if such day is not a New York Business Day, the next New York Business Day, the Warrant Agent shall advise the Company of the number of Unexercised Warrants outstanding after 1:00 P.M., New York City time, on such New York Business Index Calculation Day. The Warrant Agent shall, not later than 10:00 A.M., New York City time, on the New York Business Day following the applicable Valuation DateDay, (i) obtain the Index Spot Price Value from the Calculation Agent and determine the Cash Settlement ValueAmount, if any, in the manner provided in paragraph (e) of Section 2.02, (ii) advise the Company of the Index Spot Price Value and the Cash Settlement ValueAmount, if any, of the Unexercised Warrants evidenced by the Global Warrant Certificate, and (iii) advise the Company of such other matters relating to the Unexercised Warrants as the Company shall reasonably request. Provided that the Company has made adequate funds available to the Warrant Agent in a timely manner which shall, in no event, be later than 3:00 P.M., New York City time, on the fourth New York Business Day following the Expiration Date, the Warrant Agent shall make its check (or another form of payment in accordance with existing arrangements between the Warrant Agent and the DepositoryDepositary) available to the Depository Depositary against receipt by the Warrant Agent from the Depository Depositary of the Global Warrant Certificate on the fourth New York Business Day following the Expiration Date, such payment to be in the amount of the aggregate Cash Settlement Value Amount in respect of the number of Unexercised Warrants evidenced by the Global Warrant Certificate at the close of business on the Expiration Date. The Warrant Agent shall promptly cancel the Global Warrant Certificate following its receipt thereof from the DepositoryDepositary.
(d) The Company shall notify the Holders, or shall cause such Holders to be notified, as promptly as is practicable, of any delisting or suspension of trading of the Warrants.
(e) Notwithstanding the foregoing, no delisting or suspension of trading shall affect the right of a beneficial owner of an interest in the Global Warrant Certificate to cause a Depository Depositary Participant to exercise the Warrants or effect an automatic exercise of the Warrants if the Warrants are simultaneously accepted for trading pursuant to the rules of another Self- Regulatory Regulated Trading Organization. If the Warrants are so listed by another Self- Regulatory Regulated Trading Organization, from and after such date all references in this Section 2.03 shall continue to apply, but each reference to the "American Stock Exchange" herein shall be deemed to refer to such other Self-Regulatory Regulated Trading Organization.
(f) By 5:00 P.M., New York City time, on the Early Expiration Delisting Date the Warrant Agent shall advise the Company of the number of Unexercised Warrants outstanding after 1:00 P.M., New York City time, on such Early Expiration Delisting Date. The Warrant Agent shall, not later than 10:00 A.M., New York City time, on the New York Business Day following the applicable Valuation DateDay, (i) obtain the Index Spot Price Value from the Calculation Agent and determine the Cash Settlement ValueAmount, if any, in the manner provided in paragraph (e) of Section 2.02, (ii) advise the Company of the Index Spot Price Value and the Cash Settlement ValueAmount, if any, of the Unexercised Warrants evidenced by the Global Warrant Certificate, and (iii) advise the Company of such other matters relating to the Unexercised Warrants as the Company shall reasonably request. Provided that the Company has made adequate funds available to the Warrant Agent in a timely manner which shall, in no event, be later than 3:00 P.M., New York City time, on the fourth New York Business Day following the Early Expiration Delisting Date, the Warrant Agent shall make its check (or another form of payment in accordance with existing arrangements between the Warrant Agent and the DepositoryDepositary) available to the Depository Depositary against receipt by the Warrant Agent from the Depository Depositary of the Global Warrant Certificate on the fourth New York Business Day following the Early Expiration Delisting Date, such payment to be in the amount of the aggregate Cash Settlement Value Amount in respect of the number of Unexercised Warrants evidenced by the Global Warrant Certificate at the close of business on the Expiration Delisting Date. The Warrant Agent shall promptly cancel the Global Warrant Certificate following its receipt thereof from the DepositoryDepositary.
Appears in 1 contract
Automatic Exercise of the Warrants. (a) All Warrants for with respect to which no accepted notice of exercise in good form has been received by the Warrant Agent has not received a valid Exercise Notice at or prior to 1:00 by 3:00 P.M., New York City time, or for which on the Warrant Agent has received a valid Exercise Notice but with respect to which timely delivery of the relevant Warrants has not been made, together with any Warrants the Valuation Date for which has at such time been postponed as described under Section 2.04 of this Agreement, on (i) the second fifth New York Business Day immediately preceding October __, 1998 the earliest to occur of (1) the "Expiration Date") or , (ii2) the close of business on the New York Business Day on which the Warrants are delisted fromfrom the ____________ Stock Exchange, or and (3) the close of business on the New York Business Day that the Warrants are permanently suspended from trading onon the ____________ Stock Exchange (the effective date of any such delisting or permanent suspension, the American Stock Exchange and the Warrants are not simultaneously accepted for trading pursuant to the rules of another self-regulatory organization whose rules are filed with the Securities and Exchange Commission (a "Self-Regulatory OrganizationDELISTING DATE") under the Securities Exchange Act of 1934, as amended, (the "Early Expiration Date") shall will be automatically exercised, without any required delivery of notice of exercise or delivery of the Warrants from any relevant Depository Participant to the Warrant Agent, on the New York Business Day immediately preceding such . Such Expiration Date or Early Expiration Delisting Date, as the case may be, (such New York Business Day shall be the Exercise Date for such automatically exercised Warrants)Warrants and the Spot Rate and Cash Settlement Value of such Warrants shall be determined as of the New York Business Day following such Exercise Date. The Company shall will advise the Warrant Agent of the date of any expected delisting or permanent suspension of trading of the Warrants as soon as is practicable and shall will immediately inform the Warrant Agent after the Company has received notice that such delisting or suspension has occurred and that the Warrants are not accepted for listing on another Self-Regulatory Organizationoccurred, but in no event will notice of such notice delisting or suspension be given to the Warrant Agent later than 5:00 P.M., New York City time, on the New York Business Day preceding the Early Expiration Datedate that such delisting or suspension occurs.
(b) In the event the Warrants are cancelled by the Company because of the continuance of an Extraordinary Event as described in Section 2.04 of this Agreement, Warrants not previously exercised shall be automatically exercised on the basis that the Valuation Date for such Warrants shall be the Cancellation Date.
(c) By 5:00 P.M., New York City time, on the second fifth New York Business Day immediately preceding the Expiration Date or the Delisting Date, as the case may be, the Warrant Agent shall advise the Company of the number of Unexercised unexercised Warrants outstanding after 1:00 3:00 P.M., New York City time, on such New York Business Dayday. The Warrant Agent shall, not later than 10:00 A.M., New York City time, on the New York Business Day following the applicable Valuation Expiration Date or the Delisting Date, as the case may be, (i1) obtain the Index Spot Price from the Calculation Agent Rate and determine the Cash Settlement Value, if any, Value (in the manner provided in paragraph (ef) of Section 2.02, except that the Spot Rate shall be the Spot Rate on the New York Business Day next succeeding the Expiration Date or the Delisting Date, as the case may be) of the unexercised Warrants, (ii2) advise the Company of the Index Spot Price Rate and the Cash Settlement Value, if any, Value of the Unexercised unexercised Warrants evidenced by the Global Warrant Certificate, and (iii3) advise the Company of such other matters relating to the Unexercised unexercised Warrants as the Company shall reasonably request. Provided that the Company has made adequate funds available to the Warrant Agent in a timely manner which shall, in no event, be later than 3:00 P.M., New York City time, on the fourth third New York Business Day following the Expiration Date or the Delisting Date, as the case may be, the Warrant Agent shall will make its treasurer's check (or another form of payment in accordance with existing arrangements between the Warrant Agent and the Depository) an official bank check available to the Depository against receipt by the Warrant Agent from the Depository of the Global Warrant Certificate on the fourth third New York Business Day following the Expiration Date, such payment check to be in the amount of the aggregate Cash Settlement Value in respect of the number of Unexercised unexercised Warrants evidenced by the Global Warrant Certificate at the close of business on the Expiration Date. The Warrant Agent shall promptly cancel the Global Warrant Certificate following its receipt thereof from the Depository.
(dc) The Company shall will notify the Holders, or shall will cause such the Holders to be notified, as promptly as is practicable, practicable of any expected delisting or suspension of trading of the Warrants.
(e) Notwithstanding the foregoing, no delisting or suspension of trading shall affect the right of a beneficial owner of an interest in the Global Warrant Certificate to cause a Depository Participant to exercise the Warrants or effect an automatic exercise of the Warrants if the Warrants are simultaneously accepted for trading pursuant to the rules of another Self- Regulatory Organization. If the Warrants are so listed by another Self- Regulatory Organization, from and after such date all references in this Section 2.03 shall continue to apply, but each reference to the "American Stock Exchange" herein shall be deemed to refer to such other Self-Regulatory Organization.
(f) By 5:00 P.M., New York City time, on the Early Expiration Date the Warrant Agent shall advise the Company of the number of Unexercised Warrants outstanding after 1:00 P.M., New York City time, on such Early Expiration Date. The Warrant Agent shall, not later than 10:00 A.M., New York City time, on the New York Business Day following the applicable Valuation Date, (i) obtain the Index Spot Price from the Calculation Agent and determine the Cash Settlement Value, if any, in the manner provided in paragraph (e) of Section 2.02, (ii) advise the Company of the Index Spot Price and the Cash Settlement Value, if any, of the Unexercised Warrants evidenced by the Global Warrant Certificate, and (iii) advise the Company of such other matters relating to the Unexercised Warrants as the Company shall reasonably request. Provided that the Company has made adequate funds available to the Warrant Agent in a timely manner which shall, in no event, be later than 3:00 P.M., New York City time, on the fourth New York Business Day following the Early Expiration Date, the Warrant Agent shall make its check (or another form of payment in accordance with existing arrangements between the Warrant Agent and the Depository) available to the Depository against receipt by the Warrant Agent from the Depository of the Global Warrant Certificate on the fourth New York Business Day following the Early Expiration Date, such payment to be in the amount of the aggregate Cash Settlement Value in respect of the number of Unexercised Warrants evidenced by the Global Warrant Certificate at the close of business on the Expiration Date. The Warrant Agent shall promptly cancel the Global Warrant Certificate following its receipt thereof from the Depository.
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Automatic Exercise of the Warrants. (a) All Warrants ---------------------------------- for which the Warrant Agent has not received a valid Exercise Notice at or prior to 1:00 P.M., New York City time, or for which the Warrant Agent has received a valid Exercise Notice but with respect to which timely delivery of the relevant Warrants has not been made, together with any Warrants the Valuation Date for which has at such time been postponed as described under Section 2.04 of this Agreement, on (i) the second New York Business fourth scheduled Index Calculation Day immediately preceding October __November 17, 1998 (the "Expiration Date") or (ii) the close of business on the New York Business Day on which the Warrants are delisted from, or permanently suspended from trading on, the American Stock Exchange (the "AMEX") and the Warrants are not simultaneously accepted for trading pursuant to the rules of another self-regulatory organization whose rules are filed with the Securities and Exchange Commission (a "Self-Regulatory Organization") under the Securities Exchange Act of 1934, as amended, (the "Early Expiration Date") shall be automatically exercised, without any required delivery of notice of exercise an Exercise Notice or delivery of the Warrants from any relevant Depository Participant to the Warrant Agent, on the New York Business first scheduled Index Calculation Day immediately preceding such Expiration Date or Early Expiration Date, as the case may be, (such New York Business first scheduled Index Calculation Day shall be the Exercise Date for such automatically exercised Warrants). The Company shall advise the Warrant Agent of the date of any expected delisting or permanent suspension of trading of the Warrants as soon as is practicable and shall immediately inform the Warrant Agent after the Company has received notice that such delisting or suspension has occurred and that the Warrants are not accepted for listing on another Self-Self- Regulatory Organization, but in no event will such notice be given to the Warrant Agent later than 5:00 P.M., New York City time, on the New York Business Day preceding the Early Expiration Date.
(b) In the event the Warrants are cancelled by the Company because of the continuance of an Extraordinary Event as described in Section 2.04 of this AgreementEvent, Warrants not previously exercised shall be automatically exercised on the basis that the Valuation Date for such Warrants shall be the Cancellation DateDate (as defined in Section 2.04(a)).
(c) By 5:00 P.M., New York City time, on the second New York Business fourth scheduled Index Calculation Day immediately preceding the Expiration Date the Warrant Agent shall advise the Company of the number of Unexercised Warrants outstanding after 1:00 P.M., New York City time, on such New York Business Index Calculation Day. The Warrant Agent shall, not later than 10:00 A.M., New York City time, on the New York Business Day following the applicable Valuation Date, (i) obtain the Index Spot Price from the Calculation Agent and determine the Cash Settlement Value, if any, in the manner provided in paragraph (e) of Section 2.02, (ii) advise the Company of the Index Spot Price and the Cash Settlement Value, if any, of the Unexercised Warrants evidenced by the Global Warrant Certificate, and (iii) advise the Company of such other matters relating to the Unexercised Warrants as the Company shall reasonably request. Provided that the Company has made adequate funds available to the Warrant Agent in a timely manner which shall, in no event, be later than 3:00 P.M., New York City time, on the fourth New York Business Day following the Expiration Date, the Warrant Agent shall make its check (or another form of payment in accordance with existing arrangements between the Warrant Agent and the Depository) available to the Depository against receipt by the Warrant Agent from the Depository of the Global Warrant Certificate on the fourth New York Business Day following the Expiration Date, such payment to be in the amount of the aggregate Cash Settlement Value in respect of the number of Unexercised Warrants evidenced by the Global Warrant Certificate at the close of business on the Expiration Date. The Warrant Agent shall promptly cancel the Global Warrant Certificate following its receipt thereof from the Depository.
(d) The Company shall notify the Holders, or shall cause such Holders to be notified, as promptly as is practicable, of any delisting or suspension of trading of the Warrants.
(e) Notwithstanding the foregoing, no delisting or suspension of trading shall affect the right of a beneficial owner of an interest in the Global Warrant Certificate to cause a Depository Participant to exercise the Warrants or effect an automatic exercise of the Warrants if the Warrants are simultaneously accepted for trading pursuant to the rules of another Self- Regulatory Organization. If the Warrants are so listed by another Self- Regulatory Organization, from and after such date all references in this Section 2.03 shall continue to apply, but each reference to the "American Stock Exchange" herein shall be deemed to refer to such other Self-Regulatory Organization.
(f) By 5:00 P.M., New York City time, on the Early Expiration Date the Warrant Agent shall advise the Company of the number of Unexercised Warrants outstanding after 1:00 P.M., New York City time, on such Early Expiration Date. The Warrant Agent shall, not later than 10:00 A.M., New York City time, on the New York Business Day following the applicable Valuation Date, (i) obtain the Index Spot Price from the Calculation Agent and determine the Cash Settlement Value, if any, in the manner provided in paragraph (e) of Section 2.02, (ii) advise the Company of the Index Spot Price and the Cash Settlement Value, if any, of the Unexercised Warrants evidenced by the Global Warrant Certificate, and (iii) advise the Company of such other matters relating to the Unexercised Warrants as the Company shall reasonably request. Provided that the Company has made adequate funds available to the Warrant Agent in a timely manner which shall, in no event, be later than 3:00 P.M., New York City time, on the fourth New York Business Day following the Early Expiration Date, the Warrant Agent shall make its check (or another form of payment in accordance with existing arrangements between the Warrant Agent and the Depository) available to the Depository against receipt by the Warrant Agent from the Depository of the Global Warrant Certificate on the fourth New York Business Day following the Early Expiration Date, such payment to be in the amount of the aggregate Cash Settlement Value in respect of the number of Unexercised Warrants evidenced by the Global Warrant Certificate at the close of business on the Early Expiration Date. The Warrant Agent shall promptly cancel the Global Warrant Certificate following its receipt thereof from the Depository.
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