Cashless Exercise of Warrants. (a) Notwithstanding the provisions of Section 3 above, if the Fair Market Value is greater than the Exercise Price (at the date of calculation, as set forth below), in lieu of exercising the Warrant as permitted in Section 2.1(b), the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrant (or the portion thereof being canceled) by surrender of the Warrant, together with the Subscription Form duly executed, to the Company at its office referred to in Section 2(b) hereof, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: Where: CS equals the number of shares of Common Stock to be issued to the holder of the Warrant; WCS equals the number of shares of Common Stock purchasable under the Warrant being exercised (at the date of such calculation); FMV equals the Fair Market Value of one share of the Common Stock (at the date of such calculation); and EP equals the Exercise Price (as adjusted to the date of such calculation).
(b) For purposes of Rule 144 under the Securities Act, 17 C.F.R. ss. 230.144, as amended, the parties hereto agree that the exercise of this Warrant in accordance with this Section 2.2 shall be deemed to be a conversion of such Warrant, pursuant to the terms of this Warrant, into Common Stock.
(c) For purposes of this Section 4, “Fair Market Value” shall mean with respect to every share of Common Stock on any date in question (i) the average of the closing bid prices per share of the Common Stock for the previous 15 consecutive trading days (A) on the principal securities exchange or trading market where the Common Stock is listed or traded or, if the foregoing does not apply, (B) in the over-the-counter market on the electronic bulletin board for the Common Stock or (ii), if, and only if, no trading price is reported for the Common Stock, then its Fair Market Value shall be as determined, in good faith by the board of directors of the Company. If the Holder shall object in writing within 5 days of notification of the determination of the Company’s board of directors, then the Fair Market Value shall be determined by an investment banking firm or appraisal firm (which firm shall own no securities of, and shall not be an affiliate, subsidiary or a related person of, the Company or any Holder) of recognized national standing retained by the Company and acceptable to the Holder.
Cashless Exercise of Warrants. (1) If, at the time of exercise of any Warrant in accordance with this Indenture, there is no effective Registration Statement under the U.S. Securities Act, or the prospectus contained therein is not available for the offer and sale of the Common Shares to the Warrantholder under the U.S Securities Act, then the Warrants may only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Warrantholder shall be entitled to receive a number of Common Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
A = the last VWAP immediately preceding the time of delivery of the Exercise Form giving rise to the applicable “cashless exercise” (to clarify, the “last VWAP” will be the last Current Market Price as calculated over an entire Trading Day such that, in the event that a Warrant is exercised at a time when the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation);
B = the Exercise Price of the Warrant, as adjusted hereunder (if any); and
Cashless Exercise of Warrants. The parties hereto agree that, in connection with any redemption of Parent’s outstanding warrants, Parent shall offer holders thereof the opportunity to exercise such warrants on a cashless basis.
Cashless Exercise of Warrants. At any time during the Warrant Exercise Term, the Holder may, at its option, exchange the Warrant, in whole or in part, into the number of Shares determined in accordance with this SECTION 4 (a "Warrant Exchange"), by surrendering this Warrant at the principal office of the Company or at the office of its transfer agent, accompanied by a notice stating such Holder's intent to effect such exchange, the number of Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the Shares issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the Shares remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder within five (5) business days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Shares (rounded to the next highest integer) equal to (i) the number of Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price (as hereinafter defined) by (B) the current Market Price of one share of Common Stock.
Cashless Exercise of Warrants. At any time following the date hereof, the warrant holder, whether SVC or otherwise, in lieu of any cash payment required hereunder for the warrants, shall have the rights to exercise the warrants in whole or in part by surrendering the warrants in exchange for the number of shares of the Company's common stock equal to (x) the number of shares as to which the warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Market Price (as defined below) of the common stock less the exercise price of the warrants being exercised, and the denominator of which is such Market Price. The term "Market Price" means the average of the closing sale price per share of the common stock on the principal stock exchange or market on which the common stock is then quoted or traded on each of the ten (10) consecutive trading days preceding the date on which written notice of election to exercise the warrants has been given to the Company (a "cashless exercise"). If the warrant holder opts for a cashless exercise of the warrants, no other consideration shall be paid to the Company, other than surrendering the warrant itself, nor will there be paid any commission or other remuneration to any other person or entity by the warrant holder. In the event that the warrant holder is not permitted to "tack" the holding period of the warrants to the holding period of the common stock received upon the cashless exercise for purposes of satisfaction of the holding period requirements of Rules 144(d)(3)(ii) and 144(k) under the Securities Act of 1933, as amended, for whatever reason and there is no presently filed registration statement effective as to the shares received or to be received through the cashless exercise of the warrants granted herein, the Company shall, upon receipt of the written request of the warrant holder, promptly prepare and file a registration statement with the U.S. Securities and Exchange Commission with respect to all of the shares underlying the warrants granted herein; provided, however, that the provisions of this paragraph relating to a demand for registration by the warrant holder shall not be effective at any time prior to December 15, 1999. In addition, Affinity shall reimburse SVC for all actual expenses incurred by SVC for services rendered on behalf of Affinity and, at the request of Affinity, upon submission of appropriate invoices or receipts therefor.
Cashless Exercise of Warrants. If the current market value of the Company’s Common Stock (as defined below) is greater than the warrant exercise price, in lieu of delivering the exercise price in cash or check the Creditor may elect to exchange the warrants, in whole or in part, to receive in exchange that number of shares of Common Stock equal to the value of these Warrants or portion thereof being exercised (the "Net Issue Exercise"). If the Creditor wishes to elect the Net Issue Exercise, the Creditor shall notify the Company of his election in writing at the time the Creditor delivers to the Company the notice of exercise in the form attached hereto along with the surrender of the warrant at the principal office of the Company. In the event the Creditor shall elect the Net Issue Exercise, the Creditor shall receive upon exercise of the Warrants that number of shares of Common Stock equal to (A) the product of (i) the number of shares purchasable under this warrant by means of a cash exercise, or portion thereof being exercised, and (ii) the excess of the current market value (as defined below) per share over the warrant exercise price per share, divided by (B) the current market value, as defined below, of each share. Current market value of the Common Stock shall be determined as follows:
Cashless Exercise of Warrants. If the Merger is consummated, then immediately after the Effective Time of the Merger, (i) Scherer Healthcare shall tender the Current Warrants, the First AXX Xxxxants and the Second ABG Warrants to VSI or the Exchange Agent and shall deliver to VSI or the Exchange Agent any letter of transmittal reasonably requested by VSI and (ii) VSI shall, upon receipt of such tender, deliver or cause the Exchange Agent to deliver to Scherer Healthcare a check in an amount equal to the "Excess Amouxx" (xx defined herein) multiplied by the number of shares of Marquest Common Stock covered by the First ABG Warrants, Second ABG Warrants and Current Warrants so tendered. For purposes of this Agreement, the term "Excess Amount" shall mean the amount by which the "Purchase Price" (as such term is defined in the Merger Agreement) exceeds seventy-five cents ($.75). Thereafter, Scherer Healthcare shall have no rights with respect to the First XXX Xxrrants, Second ABG Warrants or Current Warrants other than to receive payment therefor in accordance with this Section 5.
Cashless Exercise of Warrants. Notwithstanding the provisions of Section 2.1 hereof, if the Fair Market Value is greater than the Purchase Price (at the date of calculation, as set forth below), in lieu of exercising the Warrant as permitted in Section 2.1, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrants (or the portion thereof being canceled) by surrender of the Warrant Certificate, together with the election to purchase (a form of which is attached to each Warrant Certificate) attached thereto duly executed, to the Company at its office referred to in Section 1.2(b) hereof, in which event the Company shall issue to the Holder that number of Warrant Shares computed using the following formula: CS = WCS x (FMV-PP) where: CS equals the number of Warrant Shares to be issued to the Holder of the Warrant Certificate upon a cashless exercise WCS equals the gross number of Warrant Shares purchasable under the Warrants being exercised (at the date of such calculation, calculated as if the Purchase Price were being paid in cash) FMV equals the Fair Market Value of one share of Common Stock (at the date of such calculation) PP equals the Purchase Price (as adjusted to the date of such calculation). For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the shares of Common Stock issuable upon the exercise of the Warrants in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for such shares shall be deemed to have commenced, on the date this Warrant was originally issued.
Cashless Exercise of Warrants. (a) Prior to the Expiration Date and (i) at any time during which the Common Shares are quoted on the NASDAQ System (as defined below) or are listed or admitted for trading on any national securities exchange or (ii) after the occurrence of a Qualified Merger (as defined in the Stockholders Agreement), the Warrant Holder may exercise all or a portion of this Warrant through a cashless exercise thereof (each, a "CASHLESS EXERCISE") in accordance with the following procedures. A Cashless Exercise shall be effected by the surrender to the Company at its offices designated in Section 5.04 of the Warrant Certificate, together with the Election to Purchase, attached as Exhibit B hereto, with the portion marked "CASHLESS EXERCISE ELECTION" completed. Upon such Cashless Exercise (such date, the "CASHLESS EXERCISE DATE"), the Company shall issue to the Warrant Holder the number of Common Shares equal to the quotient obtained by dividing (i) the product of (a) the number of Warrant Shares for which this Warrant is being exercised, and (b) the amount, if any, by which the Market Price (as defined below) exceeds the Exercise Price for a Warrant Shares as of the date of such exercise, by (ii) the Market Price. For purposes of this Section 2.05, "MARKET PRICE" shall mean, as of any date, the average last reported sale price per Common Share as reported on the New York Stock Exchange, American Stock Exchange, the Automated Quotation System of the National Association of Securities Dealers, Inc. (the "NASDAQ SYSTEM"), or any other exchange on which the Common Shares or other securities received in a Qualified Merger in exchange for the Common Shares are then traded, over the five-Trading Day period immediately preceding the Cashless Exercise Date. As used herein, the term "TRADING DAYS" means (x) if the Common Shares are quoted on the NASDAQ System or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system, or (y) if the Common Shares are listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business.
Cashless Exercise of Warrants. (a) Notwithstanding the provisions of Section 3 above, if the Fair Market Value is greater than the Exercise Price (at the date of calculation, as set forth below), in lieu of exercising the Warrant as permitted in Section 2.1(b), the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrant (or the portion thereof being canceled) by surrender of the Warrant, together with the Subscription Form duly executed, to the Company at its office referred to in Section 2(b) hereof, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: Where:
