Cashless Net Exercise Sample Clauses

Cashless Net Exercise. In lieu of exercising the Warrant or any portion thereof for cash, the Holder shall have the right to convert the Warrant, or any portion thereof, into Warrant Shares by executing and delivering to the Company, at its principal executive office, a duly executed Subscription Form, specifying the number of Warrant Shares as to which the Warrant is being exercised, and accompanied by the surrender of the Warrant. The number of Warrant Shares to be issued shall be computed using the following formula: X = [y•(A-B)]/A X = the number of Warrant Shares to be issued to such Holder Y = the total number of Warrant Shares then issuable upon exercise of the Warrant in full A = the Fair Value (as defined below) of one Warrant Share B = the Exercise Price (as adjusted) on the date of conversion
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Cashless Net Exercise. In the event the current market price (as determined below) of a Common Share exceeds the Exercise Price on the business day immediately prior to the exercise of the Warrant, the holder hereof may elect to exercise the Warrants, in whole or in part, pursuant to this Section 2 by designating the exercise as a Cashless Net Exercise on the Exercise Form. If the exercise is designated as a Cashless Net Exercise on the Exercise Form, then the Company, in accordance with Section 1 hereof, will issue on exercise of this Warrant, without the payment by the holder hereof of any additional consideration, a number of Common Shares determined by dividing (i) the result of the difference between such current market price and the Exercise Price multiplied by the number of Common Shares into which the Warrants then being exercised are exercisable, by (ii) the current market price per Common Share. For the purpose of any computation of current market price under this Section, the current market price per Common Share at any date shall be the closing price on the business day immediately prior to the exercise of the Warrants. The closing price for any day shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices for such day, in each case (1) on the principal national securities exchange on which the Common Shares are listed or to which such shares are admitted to trading or (2) if the Common Shares are not listed or admitted to trading on a national securities exchange, in the over-the-counter market as reported by Nasdaq or any comparable system or (3) if the Common Shares are not listed on Nasdaq or a comparable system, as determined in good faith by the Board of Directors of the Company.
Sample 1Sample 2Sample 3See All (5)
Cashless Net Exercise. At the Company’s option, in lieu of exercising this Option in the manner set forth in paragraph 4(a) above, this Option may be exercised, in whole or in part, by surrender of the Option without payment of any other consideration, commission or remuneration, by execution of the cashless exercise subscription form (in the form provided by the Company duly executed). The number of shares to be issued in exchange for the Option will be computed by subtracting the Option Exercise Price from either (i) the last sale price of the Common Stock on the date of receipt of the cashless exercise subscription form, or (ii) the most recent negotiated value used in connection with any sale of the Company’s securities or in connection with any business combination involving the Company (the “FMV Price”), and multiplying that amount by the number of shares represented by the Option, and dividing by the FMV Price as of the same date. If this Option is exercised in whole, in lieu of any fractional share of the Common Stock to which the Option-holder shall be entitled, the Company shall pay to the Option-holder cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine). If this Option is exercised in part, this Option must be exercised for a number of whole shares of the Common Stock, and the Option-holder is entitled to receive a new Option covering the Option Shares which have not been exercised.
Sample 1Sample 2See All (5)
Cashless Net Exercise. The Holder may exercise its right (the "NET EXERCISE RIGHT"), prior to and including the Expiration Date, to receive Warrant Shares on a net basis, such that, without the payment of cash, the Holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of the Warrant less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. The Holder may not exercise a Net Exercise Right unless the fair market value of the Warrant Shares receivable upon exercise of the Warrant (the "SURRENDERED WARRANT SHARES") is sufficient to satisfy the payment of the Exercise Price in full. The number of Warrant Shares to be issued pursuant to the Holder's exercise of the Net Exercise Right shall be computed using the following formula: Y(A-B) X= ----------- A where: X = the number of Warrant Shares to be issued to the Holder pursuant to this Section 2.4. Y = the number of Warrant Shares as to which the Net Exercise Right is being exercised. A = the fair market value of one Warrant Share, as determined in good faith by the Company's Board of Directors (the "BOARD"), as at the time the Net Exercise Right is exercised pursuant to this Section 2.4. B = the Exercise Price (as adjusted pursuant to Section 6 hereof). For purposes of this Section 2.4, "fair market value" per Warrant Share will be the last reported closing price of the Common Stock, which shall be (i) if the Common Stock is listed or admitted to trading on the New York Stock Exchange, the closing price on the NYSE-Composite Tape (or any successor composite tape reporting transactions on the New York Stock Exchange) or, if such a composite tape shall not be in use or shall not report transactions in the Common Stock, or if the Common Stock shall be listed on a stock exchange other than the New York Stock Exchange , the last reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading (which shall be the national securities exchange on which the greatest number of shares of the Common Stock have been traded during such thirty (30) consecutive trading days), or (ii) if the Common Stock is not listed or ...
Sample 1
Cashless Net Exercise. At any time after June 30, 2005, and so long as the Warrant Shares are not on the date of exercise registered on a then-effective registration statement, in lieu of exercising the Warrant or any portion thereof for cash, the Holder shall have the right to convert the Warrant, or any portion thereof, into Warrant Shares by executing and delivering to the Company, at its principal executive office, a duly executed Subscription Form, specifying the number of Warrant Shares as to which the Warrant is being exercised, and accompanied by the surrender of the Warrant. The number of Warrant Shares to be issued shall be computed using the following formula: X = [Y o (A-B)]/A Where:
Sample 1
Cashless Net Exercise. At the Company’s option, in lieu of exercising this Option in the manner set forth in paragraph 4(a) above, this Option may be exercised, in whole or in part, by surrender of the Option without payment of any other consideration, commission or remuneration, by execution of the cashless exercise subscription form (in the form provided by the Company duly executed). The number of shares to be issued in exchange for the Option will be computed by subtracting the Option Exercise Price from, in the Company’s sole discretion, and in compliance with all applicable laws, rules, regulations, and Company policies, and subject to Section 409A of the Code, either (i) the last sale price of the Common Stock on the date of receipt of the cashless exercise subscription form, or if the Share are not publicly traded, (ii) the most recent negotiated value used in connection with any sale of the Company’s securities or in connection with any business combination involving the Company (the “FMV Price”), and multiplying that amount by the number of shares represented by the Option, and dividing by the FMV Price as of the same date. If this Option is exercised in whole, in lieu of any fractional share of the Common Stock to which the Option-holder shall be entitled, the Company shall pay to the Option-holder cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine). If this Option is exercised in part, this Option must be exercised for a number of whole shares of the Common Stock, and the Option-holder is entitled to receive a new Option covering the Option Shares which have not been exercised.
Sample 1

Related to Cashless Net Exercise

  • Cashless Exercise If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

  • Net Exercise If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by check, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall receive Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgment.

  • Cashless Exercise at Company’s Option If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.

  • Net Exercise Election The undersigned Holder elects to convert the Warrant into shares of Warrant Stock by net exercise election pursuant to Section 2.5 of the Warrant. This conversion is exercised with respect to __________ shares of Common Stock of Aura Systems, Inc. (the "Warrant Stock") covered by the Warrant.

  • Mechanics of Cashless Exercise The Cashless Exercise Right may be exercised by the Holder on any business day on or after the Commencement Date and not later than the Expiration Date by delivering the Purchase Option with the duly executed exercise form attached hereto with the cashless exercise section completed to the Company, exercising the Cashless Exercise Right and specifying the total number of Units the Holder will purchase pursuant to such Cashless Exercise Right.

  • the Cashless Exercise Ratio The "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.

  • Cashless Settlement Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

  • Cashless Settlement Option ☒ ( to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount. Post-Closing Settlement Option ☐ to have 100% of the outstanding principal amount of the Original Tenn Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger). UFC Holdings, LLC

  • Net Issue Exercise In lieu of exercising this Warrant pursuant to Section 2(a)(ii), if the fair market value of one Share is greater than the Exercise Price (at the date of calculation as set forth below), the Holder may elect to receive a number of Shares equal to the value of this Warrant (or of any portion of this Warrant being canceled) by surrender of this Warrant at the principal office of the Company (or such other office or agency as the Company may designate) together with a properly completed and executed Notice of Exercise reflecting such election, in which event the Company shall issue to the Holder that number of Shares computed using the following formula: X = Y (A – B) Where:

  • Cash Exercise The Holder may deliver immediately available funds; or

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!