Cashless Exercise Under Certain Circumstances. If a Restrictive Legend Event has occurred, the Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of delivery of the Shares. Upon a “cashless exercise”, the Holder shall be entitled to receive the number of Shares equal to the quotient obtained by dividing (A-B) (X) by (A), where: (A) = the VWAP on the Trading Day immediately preceding the Exercise Date; (B) = the Exercise Price of the Warrant, as adjusted as set forth herein; and (X) = the number of Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If the Shares are issued in such a cashless exercise, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Shares shall take on the registered characteristics of the Warrants being exercised and the Company agrees not to take any position contrary thereto. A Holder shall promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Holder in a written notice, the number of Shares issuable in connection with any cashless exercise.
Appears in 4 contracts
Samples: Underwriters’ Warrant Agreement, Underwriters’ Warrant Agreement (Aytu Bioscience, Inc), Underwriters’ Warrant Agreement (Aytu Bioscience, Inc)
