Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest of (i) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss law, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 4 contracts
Samples: Common Share Purchase Warrant (NLS Pharmaceutics Ltd.), Common Share Purchase Warrant (NLS Pharmaceutics Ltd.), Security Agreement (NLS Pharmaceutics Ltd.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest earlier of (i) the earlier of (A) three (3) Trading Days after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) three Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 4 contracts
Samples: Security Agreement (Premier Biomedical Inc), Security Agreement (Premier Biomedical Inc), Security Agreement (Premier Biomedical Inc)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 of a certificatecertificate or evidence that the Warrant Shares have been electronically issued in “book-entry” form, in each case, 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 the earliest of (i) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, Exercise the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, ; provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) two Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following of delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 4 contracts
Samples: Common Stock Purchase Warrant (Liqtech International Inc), Common Stock Purchase Warrant (Liqtech International Inc), Common Stock Purchase Warrant (Liqtech International Inc)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 4 contracts
Samples: Common Stock Purchase Warrant (NRX Pharmaceuticals, Inc.), Common Stock Purchase Agreement (NRX Pharmaceuticals, Inc.), Common Stock Purchase Warrant (Sino-Global Shipping America, Ltd.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 4 contracts
Samples: Common Stock Purchase Warrant (Zerify, Inc.), Security Agreement (Zerify, Inc.), Common Stock Agreement (Zerify, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered entering in the Company’s share register in of members the name of the Holder or its designee, for designee as the holder of the number of Warrant Shares to which the Holder is entitled pursuant to such exercise and physical delivery of a certificate in respect of such Warrant Shares to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that ; Upon the entry of the name of the Holder or its designee in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance register of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercisemembers, the Holder or its designee shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Ordinary Share on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Ordinary Share as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 3 contracts
Samples: Security Agreement (Color Star Technology Co., Ltd.), Securities Agreement (Color Star Technology Co., Ltd.), Securities Agreement (Huitao Technology Co., Ltd.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificatecertificate (if such shares are certificated), 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 the earliest earlier of (i) one two (12) Trading Day Days after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that . The Company shall cause any Exchange Warrants purchased hereunder to be issued to the Holder in no event shall electronic .PDF format by the Warrant Share Delivery Date occur prior Date, with ink-originals being sent to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase AgreementHolder via courier promptly. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares or Exchange Warrants with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant SharesShares or Exchange Warrants, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 3 contracts
Samples: Security Agreement (Aprea Therapeutics, Inc.), Warrant Agreement (Kiora Pharmaceuticals Inc), Warrant Agreement (Kiora Pharmaceuticals Inc)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by (A) crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest of (i) one two (12) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) five (5) Trading Day after delivery of the aggregate Exercise Price (if applicable) to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the completed and correct Notice of ExerciseExercise and payment of the aggregate Exercise Price (if applicable), the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 5 per Trading Day (increasing to $20 10 per Trading Day on the fifth third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Underwriting Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 3 contracts
Samples: Warrant Agency Agreement (Draganfly Inc.), Underwriting Agreement (Draganfly Inc.), Underwriting Agreement (Draganfly Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment Exercise, subject to Section 4.1(c) of Exercise Price the Purchase Agreement in the event the Warrant Shares are to the Company’s account be delivered free of all legends (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 2,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Ordinary Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 3 contracts
Samples: Ordinary Share Purchase Agreement (NAKED BRAND GROUP LTD), Placement Agent Agreement (NAKED BRAND GROUP LTD), Placement Agent Agreement (NAKED BRAND GROUP LTD)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest of (i) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 3 contracts
Samples: Security Agreement (Transcode Therapeutics, Inc.), Security Agreement (Transcode Therapeutics, Inc.), Security Agreement (Transcode Therapeutics, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by (A) crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest of (i) one two (12) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) five (5) Trading Day after delivery of the aggregate Exercise Price (if applicable) to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the completed and correct Notice of ExerciseExercise and payment of the aggregate Exercise Price (if applicable), the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 5 per Trading Day (increasing to $20 10 per Trading Day on the fifth third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 3 contracts
Samples: Warrant Agency Agreement (Draganfly Inc.), Underwriting Agreement (Draganfly Inc.), Underwriting Agreement (Draganfly Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered entering in the Company’s share register in of members the name of the Holder or its designee, for designee as the holder of the number of Warrant Shares to which the Holder is entitled pursuant to such exercise and physical delivery of a certificate in respect of such Warrant Shares to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that ; Upon the entry of the name of the Holder or its designee in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance register of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercisemembers, the Holder or its designee shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Ordinary Share on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth tenth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Ordinary Share as in effect on the date of delivery of the Notice of Exercise. Notwithstanding Without limiting the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreementcashless exercise provision set forth in this Section 2(c), the Company agrees to deliver liquidated damages provision in Section 2(d)(i), or the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunderbuy-in provision in Section 2(d)(iv), provided there is no circumstance that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of would require the Company are not already listedto net-cash settle this Warrant.
Appears in 3 contracts
Samples: Security Agreement (Recon Technology, LTD), Securities Agreement (Recon Technology, LTD), Securities Agreement (Recon Technology, LTD)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-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 the earliest earlier of (i) the earlier of (A) two (2) Trading Days after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one (1) three Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Innoveren Scientific, Inc.), Securities Purchase Agreement (Innoveren Scientific, Inc.), Securities Purchase Agreement (H-Cyte, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest of (i) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, Exercise the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, ; provided that payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of three Trading Days comprising the Standard Settlement Period following of delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 3 contracts
Samples: Security Agreement (Celsion CORP), Security Agreement (Celsion CORP), Security Agreement (Celsion CORP)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 to, or resale of the Warrant Shares by by, the Holder or (B) this Warrant is being exercised via cashless exercise and the Warrant Shares are eligible for resale by may be sold under Rule 144 under the Holder without volume or manner-of-sale limitations pursuant to Rule 144Securities Act, and otherwise by physical delivery of a certificatethe Warrants, 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within by the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of ExerciseWarrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, at the Holder’s election either (A) in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages exercise or (B) the amount set forth in this pursuant to a Buy-In pursuant to Section 2(d)(i2(d)(iv) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreementhereof. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Pre Funded Common Stock Purchase Warrant (ShiftPixy, Inc.), Pre Funded Common Stock Purchase Warrant (ShiftPixy, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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) in the case of a cashless exercise of this Warrant, the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise in each case, at the request of the Holder, in electronic book entry form to the account of the Holder or 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 the earliest later of (i) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after subject to the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within by the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of ExerciseWarrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.Share
Appears in 2 contracts
Samples: Indenture (Karyopharm Therapeutics Inc.), Common Stock Purchase Warrant (Karyopharm Therapeutics Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 144 (assuming cashless exercise of a certificatethe Warrants), 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 the earliest earlier of (i) the earlier of (A) two (2) Trading Days after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within by the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of ExerciseWarrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date (subject to receipt of the aggregate exercise price of the applicable exercise) until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Ordinary Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Security Agreement (Vascular Biogenics Ltd.), Security Agreement (Vascular Biogenics Ltd.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 5 per Trading Day (increasing to $20 10 per Trading Day on the fifth (5th) Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Conversion Labs, Inc.), Common Stock Purchase Warrant (Ritter Pharmaceuticals Inc)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or and manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest earlier of (i) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Securities Agreement (22nd Century Group, Inc.), Common Stock Agreement (22nd Century Group, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent its transfer agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if if, following the consummation of a Liquidity Event, the Company is then a participant in such system and either 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 Holder; or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest of of: (i) two (2) Business Days after the delivery to the Company of the Notice of Exercise; (ii) one (1) Trading Day trading day after delivery of the aggregate Exercise Price to the Company Company; and (iiiii) the number of Trading Days days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate (but not Rule 144) purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) (other than in the case of a cashless exercise) is received within the earlier of of: (i) one two (12) Trading Day Business Days; and (ii) the number of Trading Days trading days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP volume weighted average price of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Business Day (increasing to $20 per Trading Day on the fifth Trading (5th) Business Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Business Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or the Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative Following consummation of an identical liquidated damages amount set forth in Section 4.1(d) of a Liquidity Event, the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Daystrading days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Warrant Agreement (Vocodia Holdings Corp), Warrant Agreement (Vocodia Holdings Corp)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant 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, 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 the earliest of within three (i) one (13) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”). Notwithstanding the foregoing, provided howeverwith respect to any Notice(s) of Exercise delivered by 12:00 noon (Pacific time) on an Exercise Date, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of agrees to deliver the Warrant Shares from subject to such notice(s) by 4:00 p.m. (Pacific time) on the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreementsecond Trading Day thereafter. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of three (i) one (13) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to by 12:00 p.m. noon (New York City Pacific time) on the Initial Exercise Original Issuance Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City Pacific time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Original Issuance Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Warrant Agreement (Verb Technology Company, Inc.), Warrant Agreement (Verb Technology Company, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in certificate or by electronic delivery (at the Company’s share register in the name election of the Holder or its designeeHolder), 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 the earliest earlier of (i) one (1) Trading Day after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, upon delivery of the Notice of Exercise, the Holder shall be deemed for purposes of Regulation SHO under the Exchange Act to have become the holder of the Warrant Shares irrespective of the date of delivery of the Warrant Shares. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third (3rd) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent Transfer Agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Issuance Date, which may be delivered at any time after the time of execution of the Purchase Exchange Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Issuance Date and the Initial Exercise Issuance Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Pipe Common Warrant (Greenlane Holdings, Inc.), Pipe Common Warrant (Greenlane Holdings, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company Company’s transfer agent is then a participant in such system and either (A) there is an effective registration statement permitting registering the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder under the Holder Securities Act or (B) the 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 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 the earliest earlier of (i) one (1) Trading Day after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, then the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The ; provided that no liquidated damages will be due and payable if the Holder’s broker does not initiate a DWAC for the amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) Warrant Shares subject to such Notice of Exercise prior to 11 A.M. Eastern time on the Purchase AgreementWarrant Share Delivery Date. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Warrant Agreement (Techprecision Corp), Placement Agent’s Warrant (Techprecision Corp)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price Subject to the Company’s account. The requirements of applicable law, the Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 two Trading Days after the earliest latest of (iA) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and (B) payment of the aggregate Exercise Price to the Company’s account as set forth above (unless by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) three Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such the first Trading Day after the Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST Depository Trust Company Fast Automated Securities Transfer program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Class a Common Stock Purchase Agreement (AmeriCrew Inc.), Class B Common Stock Purchase Agreement (AmeriCrew Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Company’s transfer agent (the “Transfer Agent Agent”) to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest of (i) one three (13) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) two (2) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of aggregate Exercise Price to the Company’s account (if not a cashless exercise) (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate (but not Rule 144) purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third (3rd) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Security Agreement (Arch Therapeutics, Inc.), Common Stock Purchase Warrant (Arch Therapeutics, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent transfer agent designated by the Company to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest earlier of (i) one two (12) Trading Day after delivery of the aggregate Exercise Price to the Company Days and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Loan and Security Agreement (Connexa Sports Technologies Inc.), Security Agreement (Connexa Sports Technologies Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant 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, (or reasonable evidence of issuance by book entry of ownership of the Warrant Shares) 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 the earliest later of (i) the Standard Settlement Period after the delivery to the Company of the Notice of Exercise, and (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”); provided, provided however, that in no event any event, the Company shall the not be obligated to deliver Warrant Share Delivery Date occur prior to the date that Shares until it has received the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreementtherefor. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) no later than the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Inflection Point Acquisition Corp. II), Business Combination Agreement (Inflection Point Acquisition Corp. II)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-manner of sale limitations pursuant to the Rule 144144 (assuming this Warrant is being exercised via cashless exercise), 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 the earliest earlier of (A) the earlier of (i) two (2) Trading Days and (ii) the number of days comprising the Standard Settlement Period, in each case after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within by the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of ExerciseWarrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Ordinary Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Waiver Agreement (Genius Group LTD), Ordinary Share Purchase Agreement (Genius Group LTD)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144Holder, and otherwise by physical delivery crediting the account of a certificatethe Holder in the DRS book entry system maintained by the transfer agent for the Ordinary Shares, 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, at the option of the Holder, either (A) in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until the earlier of such Warrant Shares are being delivered or Holder rescinds such exercise. The liquidated damages exercise or (B) the amount set forth in this pursuant to a Buy-In pursuant to Section 2(d)(i2(d)(iv) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreementhereof. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Ordinary Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver deliver, or cause to be delivered, the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Securities Agreement (Evogene Ltd.), Securities Agreement (Evogene Ltd.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate or a book-entry 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 the earliest earlier of (i) one (1) Trading Day after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period Period, in each case after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within by the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of ExerciseWarrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third (3rd) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Seelos Therapeutics, Inc.), Securities Agreement (Seelos Therapeutics, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company Company’s 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 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 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 the earliest of (i) one two (12) Trading Day Days after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, then commencing on the date that is date that is two (2) Trading Days after the Warrant Share Delivery Date, provided the Warrant Shares have not then been delivered, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Underwriter’s Warrant Agreement (Gain Therapeutics, Inc.), Purchase Warrant Agreement (Gain Therapeutics, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-manner of sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest earlier of (A) the earlier of (i) two (2) Trading Days and (ii) the number of days comprising the Standard Settlement Period, in each case after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within by the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of ExerciseWarrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Warrant Agreement (PharmaCyte Biotech, Inc.), Placement Agent Common Stock Agreement (PharmaCyte Biotech, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Security Agreement (HeartCore Enterprises, Inc.), Common Stock Purchase Warrant (HeartCore Enterprises, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest of (i) one two (12) Trading Day Days after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss law, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Common Share Purchase Warrant (NLS Pharmaceutics Ltd.), Placement Agent Common Share Agreement (NLS Pharmaceutics Ltd.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-manner of sale limitations restrictions pursuant to Rule 144144 (assuming cashless exercise), 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that in each such case payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th ) Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Ra Medical Systems, Inc.), Common Stock Purchase Agreement (Ra Medical Systems, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-manner or sale limitations pursuant to Rule 144144 (assuming cashless exercise), 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 the earliest earlier of (i) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period Period, in each case after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Placement Agent Common Stock Agreement (Checkpoint Therapeutics, Inc.), Common Stock Purchase Warrant (Checkpoint Therapeutics, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company Company’s 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 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 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 the earliest of (i) one two (12) Trading Day Days after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, then the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Placement Agent’s Warrant (Perma Fix Environmental Services Inc), Underwriting Agreement (XCel Brands, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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) in the case of a cashless exercise of the Warrant, the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise in each case, at the request of the Holder, in electronic book entry form to the account of the Holder or 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 the earliest later of (i) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after subject to the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within by the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of ExerciseWarrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Trevi Therapeutics, Inc.), Common Stock Purchase Warrant (Trevi Therapeutics, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest of (i) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, Exercise the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, ; provided that payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following of delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or the Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Duos Technologies Group, Inc.), Secured Promissory Note (Duos Technologies Group, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 (although for avoidance of any doubt, the Company is not obligated in any manner or circumstance to file or maintain any such resale registration statement) or (B) the this Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144is being exercised via cashless exercise, 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 the earliest earlier of (i) one three (13) Trading Day after delivery of the aggregate Exercise Price to the Company Days and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one three (13) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of ExerciseExercise or the Holder has properly elected to effect a cashless exercise of this Warrant in accordance with Section 2(c). If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Eyegate Pharmaceuticals Inc), Common Stock Purchase Warrant (Eyegate Pharmaceuticals Inc)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in certificate or by electronic delivery (at the Company’s share register in the name election of the Holder or its designeeHolder), 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 the earliest earlier of (i) one (1) Trading Day after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, upon delivery of the Notice of Exercise, the Holder shall be deemed for purposes of Regulation SHO under the Exchange Act to have become the holder of the Warrant Shares irrespective of the date of delivery of the Warrant Shares. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third (3rd) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent Transfer Agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Ordinary Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Securities Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Securities Agreement (SMX (Security Matters) Public LTD Co), Securities Purchase Agreement (SMX (Security Matters) Public LTD Co)
Delivery of Warrant Shares Upon Exercise. The Following the date that the Company shall issue receives the necessary Warrant Shares out latter of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the executed Notice of Exercise and deliver payment the applicable Exercise Price, the board of directors of the Exercise Price to Company shall carry out and file the capital increase based on the Company’s accountauthorized share capital, and the register of commerce of the canton of Zug, Switzerland, shall record the respective capital increase and the amended articles of incorporation, respectively, in the commercial register, all in accordance with Swiss law. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement under the Securities Act permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144Hxxxxx, 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 the earliest of seven (i) one (17) Trading Day after delivery Days following the date that the Company receives the latter of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the executed Notice of Exercise and payment of the applicable Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, . With respect to a Holder that in no event shall the Warrant Share Delivery Date occur prior elects to the date that the aggregate deposit an executed Notice of Exercise Price is received on with the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the such Holder shall be deemed deemed, for all financial purposes of Regulation SHO, to have become the a holder of record of the Warrant Shares with respect to which this Warrant has been exercised to upon the extent permitted under Swiss law, irrespective of the date of email delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of relevant instruction necessary to complete the Notice of ExerciseExercise to the Company. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $CHF 1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 CHF 5 per Trading Day (increasing to $20 CHF 10 per Trading Day on the fifth seventh Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreementdelivered. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Common Share Purchase Warrant (Auris Medical Holding AG), Common Share Purchase Warrant (Auris Medical Holding AG)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company Company’s 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, and (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay pay, beginning one Trading Day after the Warrant Share Delivery Date, to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (electroCore, Inc.), Warrant Agreement (electroCore, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-manner of sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest earlier of (i) one two (12) Trading Day Days after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment Exercise, all subject to receipt of Exercise Price to any cash payments required by the Company’s account Holder (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Security Agreement (Creatd, Inc.), Security Agreement (Creatd, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant 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, (or reasonable evidence of issuance by book entry of ownership of the Warrant Shares) 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 the earliest later of (i) the Standard Settlement Period after the delivery to the Company of the Notice of Exercise, and (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”); provided, provided however, that in no event any event, the Company shall the not be obligated to deliver Warrant Share Delivery Date occur prior to the date that Shares until it has received the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreementtherefor. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Class A Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Class a Common Stock Purchase Warrant (Kingstown Capital Management L.P.), Class a Common Stock Purchase Warrant (Inflection Point Acquisition Corp.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within by the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of ExerciseWarrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third (3rd) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or the Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Telesis Bio Inc.), Pre Funded Common Stock Purchase Agreement (Telesis Bio Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system, or Withdrawal at Custodian system (“DWAC”) 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 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 of a certificate, registered in the Company’s share register transfer agent is not participating in the name Fast Automated Securities Transfer Program, by delivering of scanned copies of (a) share certificate(s) or a book entry position and (b) a true copy of the register of members of the Company or an extract therefrom duly certified by the registered agent or a director of the Company, evidencing that the Holder or its designee, designee has been registered as the holder for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise through email to the email address specified by the Holder in the Notice of Exercise by the date that is the earliest earlier of (i) one two (12) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Business Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment (ii) the number of trading days that comprises the standard settlement period following delivery of the Notice of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided howeverwith original copies of such documents delivered to the address specified by the Holder in the Notice of Exercise as soon as practicable thereafter, that but in no event shall later than ten (10) Business Days after the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss law, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of ExerciseDate. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Ordinary Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding The Holder, or any Person so designated by the foregoingHolder to receive Warrant Shares, with respect shall be deemed to any Notice(s) have become the holder of Exercise delivered on or prior to 12:00 p.m. (New York City time) on record of such Warrant Shares as of the Initial Exercise Date, which may be delivered at any time after the time of execution irrespective of the Purchase Agreement, the Company agrees to deliver the date such Warrant Shares subject are credited to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and Holder’s DTC account or the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment date of delivery of the aggregate Exercise Price is received by certificates or book entry position evidencing such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if as the Shares of the Company are not already listedcase may be.
Appears in 2 contracts
Samples: Subscription and Purchase Agreement (CASI Pharmaceuticals, Inc.), Subscription and Purchase Agreement (CASI Pharmaceuticals, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and, in the case of each of (i) and payment of Exercise Price (iii), subject to the Company’s account receipt of the aggregate Exercise Price (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a properly completed Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. Promptly upon request by the Holder, the counsel to the Company shall provide an opinion in connection with the availability of Rule 144 in connection with the issuance of Warrant Shares. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Security Agreement (Tenax Therapeutics, Inc.), Security Agreement (Tenax Therapeutics, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted via paper copy and physical mail delivery until its Common Stock is traded on a Trading Market, and once its Common Stock is traded on a Trading Market, by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest of (i) one two (12) Trading Day Days after the delivery to the Company of the Notice of Exercise, (ii) two (2) Trading Days after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Sigyn Therapeutics, Inc.), Securities Purchase Agreement (Sigyn Therapeutics, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Ordinary Share Purchase Warrant (Primech Holdings LTD)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company Company’s 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 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 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 the earliest of (i) one (1) Trading Day after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, then the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Underwriting Agreement (Perma Fix Environmental Services Inc)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate or a book-entry 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 the earliest earlier of (i) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within by the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of ExerciseWarrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third (3rd) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Ordinary Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Ordinary Share Purchase Warrant (Virax Biolabs Group LTD)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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) in the case of a cashless exercise of the Warrant, the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise in each case, at the request of the Holder, in electronic book entry form to the account of the Holder or 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 the earliest later of (i) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after subject to the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within by the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of ExerciseWarrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.damages
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Trevi Therapeutics, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company 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 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 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 the earliest earlier of (i) one two (12) Trading Day Days after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise, and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay pay, beginning one Trading Day after the Warrant Share Delivery Date, to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Underwriting Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Pre Funded Common Stock Purchase Warrant (Gain Therapeutics, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest earlier of (i) the earlier of (A) three (3) Trading Days after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one (1) three Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Amergent Hospitality Group Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder (x) by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if as specified in the Company is then a participant in such system Notice of Exercise 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 Warrant Shares are eligible for resale to be sold by the Holder without volume or manner-of-sale limitations pursuant to under Securities Act Rule 144, and or otherwise (y) 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 designee the address specified by the Holder in the Notice of Exercise. The Company shall deliver all required materials to the transfer agent within one (1) Trading Day of receipt of both the Notice of Exercise and the aggregate Exercise Price and will use commercially reasonable efforts to cause the transfer agent to deliver the Warrant Shares by the date that is the earliest of (i) one two (12) Trading Day Days after the delivery to the Company of the Notice of Exercise and the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificatecertificate (or evidence of issuance of the Warrant Shares in book entry with the Transfer Agent), 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 (or, in the case of book entry issuance of Warrant Shares, evidence of such issuance to the email address specified in such Notice of Exercise) by the date that is the earliest of (i) two Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.date
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Comera Life Sciences Holdings, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant 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, 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 the earliest of earlier of: (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment Exercise, all subject to receipt of Exercise Price to any cash payments required by the Company’s account Holder (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Representative’s Warrant Agreement (Marygold Companies, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within by the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of ExerciseWarrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Ordinary Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Ordinary Share Purchase Warrant (AGBA Group Holding Ltd.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest earlier of (i) one three (13) Trading Day after delivery of the aggregate Exercise Price to the Company Days and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”). As used herein, provided however“Standard Settlement Period” means the standard settlement period, that expressed in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received a number of Trading Days, on the Company’s Swiss bank account primary trading market or quotation system with respect to the Common Stock as in Switzerland, provided further, that effect on the Company shall have effected the issuance date of delivery of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase AgreementExercise Notice. Upon delivery of the Notice of Exercise, Exercise the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, ; provided that payment of the aggregate Exercise Price is received within the earlier of (i) one (1) Trading Day and (ii) the number of three Trading Days comprising the Standard Settlement Period following of delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP (as defined below) of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company Company’s 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 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 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 the earliest of (i) one two (12) Trading Day Days after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, then commencing on the date that is date that is two (2) Trading Days after the Warrant Share Delivery Date, provided the Warrant Shares have not then been delivered, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest earlier of (i) the earlier of (A) two (2) Trading Days after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such the first Business Day after the Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Amergent Hospitality Group, Inc)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company DTC through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 this Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144is being exercised via cashless exercise, 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 the earliest of earlier of: (i) one two (12) Trading Day Days after the delivery of the aggregate Exercise Price to the Company or the Warrant Agent of the Notice of Exercise, and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company or the Warrant Agent of the Notice of Exercise and payment Exercise, all subject to receipt of Exercise Price to any cash payments required by the Company’s account Holder (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within by the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages amount set forth in as contemplated by this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement). The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Data443 Risk Mitigation, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-manner of sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest earlier of (i) one two (12) Trading Day after delivery of the aggregate Exercise Price to the Company Days and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to (or, as the extent permitted under Swiss lawcase may be, the number of Warrant Shares issuable upon a cashless exercise), irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Ordinary Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest earlier of (i) one three (13) Trading Day Days after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) three Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Holder, or (B) the 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 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 the earliest of (i) one two (12) Trading Day Days after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, then commencing on the date that is date that is two (2) Trading Days after the Warrant Share Delivery Date, provided the Warrant Shares have not then been delivered, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Underwriter’s Warrant Agreement (ENDRA Life Sciences Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-manner of sale limitations pursuant to Rule 144, or (C) if applicable and permitted under 2(c), this Warrant is being exercised via cashless exercise, 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 the earliest earlier of (i) one three (13) Trading Day after delivery of the aggregate Exercise Price to the Company Days and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) three Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Holder, or (B) the 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 of a certificatecertificate or other evidence of ownership of securities, 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 the earliest of (i) one two (12) Trading Day Days after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, then the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Underwriter’s Warrant Agreement (Aptose Biosciences Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution 1 Insert 125% of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.Offering Price
Appears in 1 contract
Samples: Ordinary Share Purchase Warrant (Primech Holdings LTD)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in certificate or by electronic delivery (at the Company’s share register in the name election of the Holder or its designeeHolder), 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 the earliest earlier of (i) one (1) Trading Day after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, upon delivery of the Notice of Exercise, the Holder shall be deemed for purposes of Regulation SHO under the Exchange Act to have become the holder of the Warrant Shares irrespective of the date of delivery of the Warrant Shares. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third (3rd) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent Transfer Agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Ordinary Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Securities Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant SharesNOTWITHSTANDING ANY PROVISION OF THIS WARRANT TO THE CONTRARY, if the Shares of the Company are not already listedNO MORE THAN THE MAXIMUM ELIGIBILITY NUMBER OF WARRANT SHARES SHALL BE EXERCISABLE HEREUNDER.
Appears in 1 contract
Samples: Securities Purchase Agreement (SMX (Security Matters) Public LTD Co)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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) in the case of a cashless exercise of the Warrant, the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise in each case, at the request of the Holder, in electronic book entry form to the account of the Holder or 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 the earliest later of (i) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after subject to the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Pre Funded Common Stock Purchase Warrant (Trevi Therapeutics, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent its transfer agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if if, following the consummation of a Liquidity Event, the Company is then a participant in such system and either 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 Holder; or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest of of: (i) two (2) Business Days after the delivery to the Company of the Notice of Exercise; (ii) one (1) Trading Day trading day after delivery of the aggregate Exercise Price to the Company Company; and (iiiii) the number of Trading Days days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate (but not Rule 144) purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) (other than in the case of a cashless exercise) is received within the earlier of of: (i) one two (12) Trading Day Business Days; and (ii) the number of Trading Days trading days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP volume weighted average price of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Business Day (increasing to $20 per Trading Day on the fifth Trading (5th) Business Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Business Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or the Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative Following consummation of an identical liquidated damages amount set forth in Section 4.1(d) of a Liquidity Event, the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Daystrading days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Warrant Agreement (Paid Inc)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in certificate or by electronic delivery (at the Company’s share register in the name election of the Holder or its designeeHolder), 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 the earliest earlier of (i) one (1) Trading Day after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, upon delivery of the Notice of Exercise, the Holder shall be deemed for purposes of Regulation SHO under the Exchange Act to have become the holder of the Warrant Shares irrespective of the date of delivery of the Warrant Shares. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third (3rd) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent Transfer Agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Securities Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant SharesNOTWITHSTANDING ANY PROVISION OF THIS WARRANT TO THE CONTRARY, if the Shares of the Company are not already listedNO MORE THAN THE MAXIMUM ELIGIBILITY NUMBER OF WARRANT SHARES SHALL BE EXERCISABLE HEREUNDER.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume limitations, current public information requirements or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest of (i) one two (12) Trading Day Days after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise, and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, upon delivery of the Notice of Exercise, the Holder shall be deemed for purposes of Regulation SHO under the Exchange Act to have become the holder of the Warrant Shares irrespective of the date of delivery of the Warrant Shares. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third (3rd) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent Transfer Agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase AgreementTransaction Documents, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting registering the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the 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 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP closing price of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest latest of (i) one five (15) Trading Day Business Days after the delivery to the Company of the Notice of Exercise, (ii) two (2) Business Days after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d4. l(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Common Share Purchase Warrant (NLS Pharmaceutics Ltd.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest earlier of (i) one (1) Trading Day after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 2.50 per Trading Day (increasing to $20 15 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Securities Agreement (NovaBay Pharmaceuticals, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue cause its Transfer Agent to deposit the necessary Ordinary Shares underlying the Warrant Shares out of with the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are Depositary and to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent Depositary to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 this Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144is being exercised via cashless exercise, 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, upon delivery of the Notice of Exercise, the Holder shall be deemed for purposes of Regulation SHO under the Exchange Act to have become the holder of the Warrant Shares irrespective of the date of delivery of the Warrant Shares. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, provided that payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company on or prior to the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares ADSs on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent Transfer Agent and Depositary that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares ADSs as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Warrant Agreement (SOS LTD)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause (i) the Warrant Shares purchased hereunder to be allotted and issued in the name of, or as instructed by, the Holder, (ii) the register of members of the Company to be written up to show the allotment and issue of the Warrant Shares in the name of, or as instructed by the Holder, and (iii) the Warrant Shares to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Holder, or (B) if there is no effective registration statement and the Warrant is exercised via cashless exercise at a time when such Warrant Shares would be eligible for resale under Rule 144 by a non-affiliate of the Company, such Warrant Shares are delivered to Holder’s broker, and the Company receives a statement from Xxxxxx’s broker that it has received instructions to sell the Warrant Shares or that it would take responsibility that the sales of the Warrant Shares will only be made if the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to be sold under 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to use commercially reasonable efforts to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Ordinary Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares Xxxxxx purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either 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 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 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause its Transfer Agent to deposit the Warrant Shares purchased hereunder to be transmitted by and cause the Transfer Agent to credit the Holder by crediting Warrant Shares to the account of the Holder’s or its designee’s balance account with The Depository Trust Company or its nominee (“DTC”) or another established clearing corporation performing similar functions) through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (“Rule 144”), and otherwise by physical delivery of a certificatethe Warrant Shares, 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 the earliest earlier of (i) one two (12) Trading Day after delivery of the aggregate Exercise Price to the Company Days and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), ; provided however, that in no event shall the Warrant Share Delivery Date occur prior shall not be deemed to have occurred until such time that the date that Company has received the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase AgreementPrice. Upon delivery of the Notice of ExerciseExercise and the Exercise Price, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares. Notwithstanding anything herein to the contrary, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following upon delivery of the Notice of ExerciseExercise the Holder shall be deemed for purposes of Regulation SHO under the Exchange Act to have become the holder of the Warrant Shares irrespective of the date of delivery of the Warrant Shares. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent registrar (which can be the depositary) that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Warrant Agreement (Basanite, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s 's or its designee’s 's balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“"DWAC”") 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 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 of a certificate, registered in the Company’s '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 the earliest earlier of (i) the earlier of (A) three (3) Trading Days after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “"Warrant Share Delivery Date”"), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) three Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “"Standard Settlement Period” " means the standard settlement period, expressed in a number of Trading Days, on the Company’s 's primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-manner of sale limitations pursuant to Rule 144144 (assuming cashless exercise of this Warrant), 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within by the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of ExerciseWarrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third (3rd) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s 's or its designee’s 's balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“"DWAC”") 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-manner of sale limitations pursuant to Rule 144, or (C) if applicable and permitted under 2(c),this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s '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 the earliest earlier of (i) one two (12) Trading Day after delivery of the aggregate Exercise Price to the Company Days and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “"Warrant Share Delivery Date”"), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “"Standard Settlement Period” " means the standard settlement period, expressed in a number of Trading Days, on the Company’s 's primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-manner of sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest earlier of (A) the earlier of (i) two (2) Trading Days and (ii) the number of days comprising the Standard Settlement Period, in each case after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, provided that payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company on or prior to the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Ordinary Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company Company’s 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 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 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company Company, and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay pay, beginning one Trading Day after the Warrant Share Delivery Date, to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Exercise Price on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) Notwithstanding anything herein to the contrary, the Company shall not be duplicative reasonable for the payment of an identical liquidated damages amount set forth in Section 4.1(d) resulting from the failure to issue or deliver Warrant Shares if such failure is caused solely by action or inaction of the Purchase AgreementHolder. The Company agrees to use reasonable commercial efforts to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificatecertificate (if such shares are certificated), 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 the earliest earlier of (i) one two (12) Trading Day Days after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise, and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until the earlier of such Warrant Shares are being delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Reviva Pharmaceuticals Holdings, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest earlier of (i) one (1) Trading Day after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Placement Agent Common Stock Agreement (Aditxt, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest of (i) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event the Company shall not be obligated to deliver Warrant Shares hereunder unless the Company has received the aggregate Exercise Price on or before the Warrant Share Delivery Date occur prior to (other than in the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance case of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreementa Cashless Exercise). Upon delivery of the Notice of Exercise, Exercise the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, ; provided that payment of the aggregate Exercise Price (other than in the case of a Cashless Exercise) is received within the earlier of three (i) one (13) Trading Day and (ii) Days after the number of Trading Days comprising delivery to the Standard Settlement Period following delivery Company of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penaltypenalty (but without duplication of the remedies provided in Section 4.1(e) of the Purchase Agreement), for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Common Share Purchase Warrant (Stellar Biotechnologies, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if if, following the consummation of the Offering, 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 Holder, or (B) the Warrant Shares are eligible for resale by the Holder under Rule 144 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 the earliest of (i) one (1) Trading Day after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP volume weighted average price of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) Following the consummation of the Purchase Agreement. The Offering, the Company agrees to use commercially reasonable efforts to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Representative’s Warrant Agreement (Job Aire Group Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent Company’s transfer agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) ), if the Company is then a participant in such system 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Purchase Warrant), 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 the earliest later of (i) two (2) trading days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day trading day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days trading days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Purchase Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant such Shares, provided that payment in cash of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one three (13) Trading Day trading days and (ii) the number of Trading Days trading days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Purchase Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Daystrading days, on the Company’s primary Trading Market trading market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest earlier of (i) one (1) Trading Day after the delivery of the aggregate Exercise Price to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.of
Appears in 1 contract
Samples: Class E Common Stock Purchase Warrant (Revelation Biosciences, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, upon delivery of the Notice of Exercise, the Holder shall be deemed for purposes of Regulation SHO under the Exchange Act to have become the holder of the Warrant Shares irrespective of the date of delivery of the Warrant Shares. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third (3rd) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent Transfer Agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase AgreementTransaction Documents, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Pre Funded Warrant (SOBR Safe, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations and without current public information pursuant to Rule 144144 (assuming cashless exercise of the Warrants), 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 the earliest earlier of (i) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company (if applicable), and (ii) the number of Trading Days comprising the Standard Settlement Period Period, in each case (i) or (ii), after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within by the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of ExerciseWarrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third (3rd) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Pre Funded Warrant Agreement (Banzai International, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant 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, 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise)exercise, $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Soluna Holdings, Inc)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Class B Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 Warrant Shares are eligible for resale by the Holder without volume or manner-of-manner of sale limitations pursuant to Rule 144, or (C) if applicable and permitted under 2(c), this Warrant is being exercised via cashless exercise, 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 the earliest earlier of (i) one three (13) Trading Day after delivery of the aggregate Exercise Price to the Company Days and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) three Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Ordinary Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within by the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of ExerciseWarrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Datesuch liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Ordinary Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: Pre Funded Ordinary Share Purchase Warrant (SciSparc Ltd.)
Delivery of Warrant Shares Upon Exercise. The Company shall issue the necessary Warrant Shares out of the Company’s Treasury Shares and/or the conditional share capital for shareholders’ options at its own discretion. The Company shall inform the Holder within due time after having received the Notice of Exercise if the respective Warrant Shares are to be issued from the Treasury Shares and/or the conditional capital for shareholders’ options. The Holder shall execute the Notice of Exercise and deliver payment of the Exercise Price to the Company’s account. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) 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 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 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 the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iiiii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise and payment of Exercise Price to the Company’s account (such date, the “Warrant Share Delivery Date”), provided however, that in no event shall the Warrant Share Delivery Date occur prior to the date that the aggregate Exercise Price is received on the Company’s Swiss bank account in Switzerland, provided further, that the Company shall have effected the issuance of the Warrant Shares from the capital band (Kapitalband) and hold them as treasury shares pursuant to the terms of the Purchase Agreement. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all financial corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised to the extent permitted under Swiss lawexercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) one two (12) Trading Day Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The liquidated damages amount set forth in this Section 2(d)(i) shall not be duplicative of an identical liquidated damages amount set forth in Section 4.1(d) of the Purchase Agreement. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Shares Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date. The Company shall deliver in due course the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company’s share registrar and evidencing the Holder as holder of the Warrant Shares, if the Shares of the Company are not already listed.
Appears in 1 contract
Samples: BTC Trading Contract (Next Technology Holding Inc.)