Common use of Delivery of Certificates Upon Exercise Clause in Contracts

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted).

Appears in 12 contracts

Samples: Security Agreement (Ads in Motion, Inc.), Security Agreement (Ads in Motion, Inc.), Security Agreement (Ads in Motion, Inc.)

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Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(c)(v) prior to the issuance of such shares, having been paid.

Appears in 8 contracts

Samples: Common Stock Purchase Warrant (SANUWAVE Health, Inc.), Common Stock Purchase Warrant (TrovaGene Inc.), Common Stock Purchase Warrant (ContraVir Pharmaceuticals, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading within 7 Business Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid.

Appears in 7 contracts

Samples: Security Agreement (T3 Motion, Inc.), Security Agreement (T3 Motion, Inc.), Security Agreement (T3 Motion, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares the Warrant Shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is within three (3) Trading Business Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all the Exercise Price is received by the Company (or notice of the foregoing have been delivered to the Companycashless exercise is received). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 1(c)(v) prior to the issuance of such shares, have been paid.

Appears in 7 contracts

Samples: Warrant Agreement (Enochian Biosciences Inc), Common Stock Purchase Warrant (Enochian Biosciences Inc), Common Stock Purchase Warrant (Theralink Technologies, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s 's transfer agent to the Holder by crediting the account of the Holder’s prime 's broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission ("DWAC") system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 10 Trading Days after the latest of (A) days from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the "Warrant Share Delivery Date"). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(d)(v) prior to the issuance of such shares, have been paid.

Appears in 7 contracts

Samples: Common Stock Purchase Warrant (MeeMee Media Inc.), Secured Promissory Note (MeeMee Media Inc.), Common Stock Purchase Warrant (MeeMee Media Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 is available, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid.

Appears in 6 contracts

Samples: Security Agreement (Alternus Energy Inc.), Security Agreement (Alternus Energy Inc.), Common Stock Purchase Warrant (Alternus Energy Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid.

Appears in 6 contracts

Samples: Securities Agreement (Generex Biotechnology Corp), Security Agreement (Generex Biotechnology Corp), Security Agreement (Generex Biotechnology Corp)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting covering the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise Exercise, in either case, by the date that is three (3) Trading Days business days after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) Form (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(c)(vi) prior to the issuance of such shares, having been paid.

Appears in 6 contracts

Samples: Consulting Agreement (Cool Holdings, Inc.), Unsecured Convertible Note and Warrant Issuance Agreement (Cool Holdings, Inc.), Unsecured Convertible Note and Warrant Issuance Agreement (Cool Holdings, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 5 Trading Days after the latest of (A) days from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid.

Appears in 5 contracts

Samples: Securities Agreement (BillMyParents, Inc.), Securities Agreement (Socialwise, Inc. (Formerly Known as IdeaEdge, Inc)), Securities Agreement (Socialwise, Inc. (Formerly Known as IdeaEdge, Inc))

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares the Warrant Shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three within five (35) Trading Days after the latest of (A) trading days from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid.

Appears in 5 contracts

Samples: Securities Agreement (Spendsmart Networks, Inc.), Securities Agreement (Spendsmart Networks, Inc.), Securities Agreement (SpendSmart Payments Co)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent for its Common Stock (the “Transfer Agent”) to the Holder by (i) crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder ; or (Bii) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any.

Appears in 5 contracts

Samples: Common Stock Purchase Warrant (MGT Capital Investments Inc), Common Stock Purchase Warrant (MGT Capital Investments Inc), Common Stock Purchase Warrant (MGT Capital Investments Inc)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (Ax) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder Holder, or (By) the such shares are eligible for resale by the Holder without volume or manner-of-sale limitations may be sold pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Exercise, within 3 Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise) and all taxes required to be paid by the Holder, if permitted)any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid.

Appears in 5 contracts

Samples: Common Stock Purchase Warrant (Biolabmart Inc.), Security Agreement (Hpev, Inc.), Security Agreement (Hpev, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent (or by the Company in the event the Company has no transfer agent and, in such event certificates must be transmitted by physical delivery to the Holder) of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is within three (3) Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(vii) prior to the issuance of such shares, have been paid.

Appears in 4 contracts

Samples: Security Agreement (Medgenics, Inc.), Security Agreement (Luxeyard, Inc.), Security Agreement (United Benefits & Pension Services, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(c)(v) prior to the issuance of such shares, having been paid.

Appears in 4 contracts

Samples: Warrant Agreement (Diversified Opportunities, Inc.), Common Stock Purchase Warrant (Diversified Opportunities, Inc.), Subscription Agreement (Diversified Opportunities, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 3 Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(v) prior to the issuance of such shares, have been paid.

Appears in 4 contracts

Samples: Securities Agreement (Photovoltaic Solar Cells, Inc.), Securities Agreement (Genspera Inc), Security Agreement (Neuralstem, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading within 5 Business Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(v) prior to the issuance of such shares, have been paid.

Appears in 4 contracts

Samples: Security Agreement (Genspera Inc), Security Agreement (Genspera Inc), Security Agreement (Genspera Inc)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is within three (3) Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date the Exercise Price, if any, is received by the Company or on which all date the Notice of the foregoing have been delivered to the CompanyExercise is received, if it reflects a cashless exercise. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid.

Appears in 3 contracts

Samples: Warrant Agreement (American Scientific Resources Inc), Warrant Agreement (Covenant Group of China Inc), Warrant Agreement (Agfeed Industries, Inc)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (Ax) the delivery to the Company of the Notice of Exercise FormExercise, (By) surrender of this Warrant (if required), ) and (Cz) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Rexahn Pharmaceuticals, Inc.), Common Stock Purchase Warrant (Rexahn Pharmaceuticals, Inc.), Common Stock Purchase Warrant (Rexahn Pharmaceuticals, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Deposit/Withdrawal Agent Commission at Custodian (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 7 Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(d)(v) prior to the issuance of such shares, have been paid.

Appears in 3 contracts

Samples: Securities Agreement (Anavex Life Sciences Corp.), Security Agreement (Red Metal Resources, Ltd.), Warrant Agreement

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 3 Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid.

Appears in 2 contracts

Samples: Security Agreement (Blacksands Petroleum, Inc.), Security Agreement (Blacksands Petroleum, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) within 5Trading days from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid.

Appears in 2 contracts

Samples: Securities Agreement (BillMyParents, Inc.), Securities Agreement (BillMyParents, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three within five (35) Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(c)(vi) prior to the issuance of such shares, have been paid.

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Vlov Inc.), Common Stock Purchase Warrant (Vlov Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Warrant Agent to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid.

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Venaxis, Inc.), Purchase Agreement (Venaxis, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (Ax) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder Holder, or (By) the such shares are eligible for resale by the Holder without volume or manner-of-sale limitations may be sold pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is Exercise, within three (3) Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise) and all taxes required to be paid by the Holder, if permitted)any, prior to the issuance of such shares, have been paid.

Appears in 2 contracts

Samples: Security Agreement (Hpev, Inc.), Security Agreement (Hpev, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 3 Trading Days after from the latest of (A) the delivery to receipt by the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all the Exercise Price is received by the Company, if such date is after the date(s) the Notice of the foregoing have been delivered to Exercise Form and this Warrant are received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid.

Appears in 2 contracts

Samples: Securities Agreement (Imageware Systems Inc), Security Agreement (Imageware Systems Inc)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days promptly after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all the Exercise Price is received by the Company accompanied by the Notice of the foregoing have been delivered to the CompanyExercise Form. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(c)(v) prior to the issuance of such shares, have been paid.

Appears in 2 contracts

Samples: Security Agreement (FNDS3000 Corp), Security Agreement (FNDS3000 Corp)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares the Warrant Shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is within three (3) Trading Business Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all the Exercise Price is received by the Company (or notice of the foregoing have been delivered to the Companycashless exercise is received). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 1(c)(v) hereof prior to the issuance of such shares, have been paid.

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Renovaro Inc.), Warrant Agreement (Renovaro Biosciences Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is within three (3) Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid.

Appears in 2 contracts

Samples: Security Agreement (Premier Power Renewable Energy, Inc.), Security Agreement (Premier Power Renewable Energy, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Greenshoe Shares to or resale of the Warrant Greenshoe Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant Greenshoe (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Greenshoe Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Greenshoe Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant Greenshoe has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid.

Appears in 2 contracts

Samples: Common Stock Purchase Greenshoe Warrant (China Integrated Energy, Inc.), Common Stock Purchase Greenshoe Warrant (China Integrated Energy, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 3 Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid.

Appears in 2 contracts

Samples: Security Agreement (Pegasi Energy Resources Corporation.), Security Agreement (Paxton Energy Inc)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted).) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid..

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Neoprobe Corp), Warrant Agreement (Neoprobe Corp)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for the shares of Common Stock purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by the Transfer Agent by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting covering the issuance of the Warrant Shares to or resale sale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise and Rule 144 is available under the shares are eligible for resale by the Holder without volume Securities Act, or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) two Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form, and (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (including unless by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted). The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in economic loss to the Holder.

Appears in 2 contracts

Samples: Warrant Agreement (MGT Capital Investments, Inc.), Securities Agreement (MGT Capital Investments, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares Warrant Shares purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three five (35) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 1(c)(v) prior to the issuance of such shares, having been paid.

Appears in 1 contract

Samples: Security Agreement (Jerrick Media Holdings, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted (x) by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if (A) the Company is then a participant in such system and (B) either (Ai) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (Bii) this Warrant is being exercised via cashless exercise at a time when the shares are eligible for resale by Warrant Shares may be freely resold under Rule 144 without restriction and any such sale is not subject to the Holder without volume or manner-of-sale limitations pursuant to current public information requirements of Rule 144, and otherwise (y) by physical delivery to the address specified by the Holder in the Notice of Exercise Exercise, in either such case by the date (such date, the “Warrant Share Delivery Date”) that is three (3) Trading Business Days after the latest of (A1) the delivery to the Company of the Notice of Exercise FormExercise, (B2) surrender of this Warrant (if required), ) and (C3) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Pieris Pharmaceuticals, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is within three (3) Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or Price, and all taxes required to be paid by cashless exercisethe Holder, pursuant to Section 2(c)(vi), if permitted)any, prior to the issuance of such shares, have been paid irrespective of the date such Warrant Shares are credited to the Holder’s DWAC account, or the date of delivery of certificates evidencing the Warrant Shares, as the case may be.

Appears in 1 contract

Samples: Subscription Agreement (Xedar Corp)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker or its designee’s balance account with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Xxxxxx, for the number of Warrant Shares to which the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations is entitled pursuant to Rule 144, and otherwise by physical delivery such exercise to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid.

Appears in 1 contract

Samples: Underwriting Agreement (KULR Technology Group, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted).

Appears in 1 contract

Samples: Securities Purchase Agreement (Ads in Motion, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 3 Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, have been paid.

Appears in 1 contract

Samples: Security Agreement (Pegasi Energy Resources Corporation.)

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Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates for shares Shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144Holder, and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(d)(iv) prior to the issuance of such shares, having been paid.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Entremed Inc)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares Shares purchased hereunder shall be transmitted by the Company’s transfer agent for the Common Stock (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144Holder, and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Purchase Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares Shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Purchase Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 1(b)(v) below, prior to the issuance of such Shares, having been paid.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (TWO RIVERS WATER Co)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three within five (35) Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 1(c)(vi) prior to the issuance of such shares, have been paid.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Vlov Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise and the shares Warrant Shares issued are eligible for immediate resale by the Holder without volume or manner-of-sale limitations pursuant to under Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 3 Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”)above. This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Nutracea)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Deposit/Withdrawal Agent Commission at Custodian (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 7 Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(c)(v) prior to the issuance of such shares, have been paid.

Appears in 1 contract

Samples: Security Agreement (Red Metal Resources, Ltd.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC“ DWAC ”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 3 Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the Warrant Share Delivery DateDate ”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid.

Appears in 1 contract

Samples: Securities Purchase Agreement (ESP Resources, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 3 Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, have been paid.

Appears in 1 contract

Samples: Security Agreement (Pegasi Energy Resources Corporation.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 3 Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise) and all taxes required to be paid by the Holder, if permitted).any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid..

Appears in 1 contract

Samples: Security Agreement (Ethos Environmental, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 3 Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid.

Appears in 1 contract

Samples: Securities Agreement (Aria International Holdings, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Coffee Holding Co Inc)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system or Fast Automated Securities Transfer systems if the Company is then a participant in such system systems and either (Ax) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder Holder, or (By) the such shares are eligible for resale by the Holder without volume or manner-of-sale limitations may be sold pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Exercise, within 3 Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise) and all taxes required to be paid by the Holder, if permitted)any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Apricus Biosciences, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 3 Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (including unless exercised by means of a cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all the Exercise Price is received by the Company (or in the case of a cashless exercise, the foregoing have been delivered to the Companydate this Warrant is surrendered). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by in the case of a cashless exercise, the date this Warrant is surrendered) and all taxes required to be paid by the Holder, if permitted)any, prior to the issuance of such shares, have been paid irrespective of the date such Warrant Shares are credited to the Holder’s DWAC account, or the date of delivery of certificates evidencing the Warrant Shares, as the case may be.

Appears in 1 contract

Samples: Security Agreement (Microfield Group Inc)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 10 Trading Days after the latest of (A) days from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(d)(v) prior to the issuance of such shares, have been paid.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (MeeMee Media Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates for shares The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Company’s transfer agent Transfer Agent to the Holder by either, at the option of the Holder, (A) crediting the account of the Holder’s prime broker or its designee’s balance account with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and either (A1) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (2) this Warrant being exercised via cashless exercise and Rule 144 (as defined in the Securities Purchase Agreement) is available, or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant Upon delivery of the Notice of Exercise, the Holder shall be deemed to have been exercised on the first date on which for all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed corporate purposes to have become a the holder of record of such shares for all purposes, as of the date the Warrant Shares with respect to which this Warrant has been exercised, with payment to the Company irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (or by other than in the case of a cashless exercise, if permitted)) is received within the earlier of (i) three Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Theralink Technologies, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company depository trust company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of the certificates for the shares to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days business days after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), the exercise is a Cashless Exercise) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) the exercise is a Cash Exercise (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised, with payment to the Company of the Exercise Price (or by cashless exercisesurrender of this Warrant and Notice of Exercise if a Cashless Exercise) and all taxes required to be paid by the Holder, if permitted)any, pursuant to Section 2.e.(vi) prior to the issuance of such shares, having been paid.

Appears in 1 contract

Samples: Warrant Agreement (Tengion Inc)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall will be transmitted by the Company’s Company or its transfer agent to Holder by delivering such certificate to Holder to the address specified by Holder in the Notice of Exercise or, at Holder’s direction, by crediting the account of the HolderXxxxxx’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company or its transfer agent is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is within three (3) Trading Days after the latest of (A) trading days from the delivery to the Company of the Notice of Exercise Form(“Warrant Share Delivery Date”), (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”)above. This Warrant shall will be deemed to have been exercised on the first date on which all that the Holder provides notice of the foregoing have been delivered exercise of this Warrant to the Company, provided that the Exercise Price (if any) is received by the Company within five (5) business days of such notice. The Warrant Shares shall will be deemed to have been issuedissued and Holder, and Holder or any other person so designated to be named therein shall therein, will be deemed to have become a holder of record of such shares for all purposes, purposes as of the date the Warrant has been exercised, with payment to is exercised by the Company of the Exercise Price (or by cashless exercise, if permitted)Holder.

Appears in 1 contract

Samples: Warrant Agreement (Bakhu Holdings, Corp.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission ("DWAC") system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 3 Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”"WARRANT SHARE DELIVERY DATE"). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid.

Appears in 1 contract

Samples: Securities Agreement (Elite Pharmaceuticals Inc /De/)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian (“DWAC”) system if the Company is then a participant in such system and either (Ax) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder Holder, or (By) the such shares are eligible for resale by the Holder without volume or manner-of-sale limitations may be sold pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three Exercise, within four (34) Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise) and all taxes required to be paid by the Holder, if permitted)any, pursuant to Section 2(e)(v) prior to the issuance of such shares, have been paid.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Rimrock Gold Corp.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 3 Trading Days after the latest of (A) from the delivery to the Company of all of (A) the Notice of Exercise Form, (B) surrender of this Warrant (if required)Warrant, and (C) the date payment of the aggregate Exercise Price as set forth above made by wire transfer is credited to the Company’s account or the date (including by cashless exercise, or if permitted) (such datedate is not a Trading Day, the next Trading Day) on which the Company receives a cashier’s check drawn on a United States bank (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(d)(vii) prior to the issuance of such shares, have been paid. The Company shall, if available and if allowed under applicable securities laws, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions.

Appears in 1 contract

Samples: Warrant Agreement (Synthetic Blood International Inc)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (CAMAC Energy Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 3 Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(v) prior to the issuance of such shares, have been paid.

Appears in 1 contract

Samples: Security Agreement (Genspera Inc)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three within four (34) Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the this Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(v) prior to the issuance of such shares, have been paid.

Appears in 1 contract

Samples: Securities Agreement (Forward Industries Inc)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) within 5 Trading Days after the latest of (A) from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted)) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid.

Appears in 1 contract

Samples: Security Agreement (Changda International Holdings, Inc.)

Delivery of Certificates Upon Exercise. Provided that there is no outstanding and unresolved Objection Notice at such time, certificates Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three within ten (310) Trading Days after the latest of (A) from the delivery to the Company of all of (A) the Notice of Exercise Form, (B) surrender of this Warrant (if required)Warrant, and (C) the payment of the aggregate Exercise Price as set forth above made by wire transfer is credited to the Company's account or the date (including by cashless exercise, or if permitted) (such datedate is not a Trading Day, the next Trading Day) on which the Company receives a cashier's check drawn on a United States bank ("Warrant Share Delivery Date"). This Warrant shall be deemed to have been exercised on the first date on which all of the foregoing have been delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with exercised by payment to the Company of the Exercise Price (or and all taxes required to be paid by cashless exercisethe Holder, if permitted)any, pursuant to Section 2(c)(v) prior to the issuance of such shares, have been paid. The Company shall, if available and if allowed under applicable securities laws, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section 2(c)(ii) electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions.

Appears in 1 contract

Samples: Convertible Note and Warrant Purchase Agreement (Oxygen Biotherapeutics, Inc.)

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