Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise by the date that is two (2) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.
Appears in 3 contracts
Samples: Common Stock Purchase Warrant (Milestone Scientific Inc.), Common Stock Purchase Warrant (Milestone Scientific Inc.), Common Stock Purchase (Milestone Scientific Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by its transfer agent (the “Transfer Agent Agent”) to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that, that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.. Warrant #
Appears in 3 contracts
Samples: Subscription Agreement (Epien Medical, Inc.), Epien Medical, Inc., Epien Medical, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “cashless exercise”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 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 the earlier of (2i) three (3) Trading Days after the delivery to the Company of the Notice of Exercise and (ii) two (2) Trading Days after delivery of the aggregate Exercise Price to the Company (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above is received within two (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of 2) Trading following delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.
Appears in 3 contracts
Samples: Posting Agreement (Wizard Entertainment, Inc.), Posting Agreement (Wizard Entertainment, Inc.), Posting Agreement (Wizard Entertainment, Inc.)
Delivery of Warrant Shares Upon Exercise. Warrant Shares Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent (the “Transfer Agent Agent”) to the Holder by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective registration statement for its initial public offering registering the Warrants Shares, in which case the Holder will simultaneously exercise this Warrant upon the effectiveness of such registration statement, (B) there is a registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (BC) this Warrant is being exercised via “cashless exercise”the shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate certificates to the address specified by the Holder in the Notice of Exercise by the date that is two within four (24) Trading Days after from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (such date, the “Warrant Share Delivery Date”), provided that, within two (2if required) Trading Days following the delivery and payment of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by cashless exercise, if permitted)the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to date the Company of the Notice of Exercise, so long as the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares, have been paid. .
Appears in 3 contracts
Samples: Subscription Agreement (Shuttle Pharmaceuticals Holdings, Inc.), Shuttle Pharmaceuticals Holdings, Inc., Shuttle Pharmaceuticals Holdings, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as than in the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.a cashless
Appears in 3 contracts
Samples: Securities Purchase Agreement (MAIA Biotechnology, Inc.), Securities Purchase Agreement (MAIA Biotechnology, Inc.), MAIA Biotechnology, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that, that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.
Appears in 3 contracts
Samples: SideChannel, Inc., SideChannel, Inc., CIPHERLOC Corp
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by other than in the case of a cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of ) is received within five (5) Trading Days following delivery to the Company of the Notice of Exercise, . The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, this Warrant remains outstanding and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesexercisable.
Appears in 2 contracts
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Xxxxxx, (B) there is an exemption from registration available under the Securities Act and the securities laws of the state in which the Holder resides or (BC) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.Upon delivery
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Salarius Pharmaceuticals, Inc.), Common Stock Purchase Warrant (Salarius Pharmaceuticals, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 (iii) 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 (iii), subject to the Company’s receipt of the aggregate Exercise Price (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.record
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Achieve Life Sciences, Inc.), Achieve Life Sciences, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall use best efforts to cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) as there is no effective registration statement and accordingly, this Warrant is being exercised via “cashless exercise”, and otherwise the Warrant Shares purchased hereunder shall be transmitted by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise by the date that is two one (21) Trading Days Day after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to date the Company of the Notice of ExerciseWarrant has been exercised, so long as the with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares, having been paid.
Appears in 2 contracts
Samples: Oculus Innovative Sciences, Inc., Oculus Innovative Sciences, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “cashless exercise”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 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 earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above is received within the earlier of (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, i) two (2) Trading Days and Holder or any other person so designated to be named therein shall be deemed to have become a holder (ii) the number of record of such shares for all purposes, as of Trading Days comprising the time of Standard Settlement Period following delivery to the Company of the Notice of Exercise, . The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, this Warrant remains outstanding and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesexercisable.
Appears in 2 contracts
Samples: Common Stock Purchase (SAB Biotherapeutics, Inc.), SAB Biotherapeutics, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 one (21) Trading Days Business Day after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, Exercise the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.received within two Business Days
Appears in 2 contracts
Samples: Creations Inc, Creations Inc
Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “cashless exercise”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 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 earlier of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise and (ii) one Trading Day after delivery of the aggregate Exercise Price to the Company (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by other than in the case of a cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of ) is received within two Trading Days following delivery to the Company of the Notice of Exercise, . The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, this Warrant remains outstanding and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesexercisable.
Appears in 2 contracts
Samples: Amyris, Inc., Amyris, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 (iii) 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 (iii), subject to the Company’s receipt of the aggregate Exercise Price (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.shall
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Achieve Life Sciences, Inc.), Lock Up Agreement (Achieve Life Sciences, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate (or statement of electronic share ownership), 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 (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that, that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.
Appears in 2 contracts
Samples: Brainstorm Cell Therapeutics Inc., Brainstorm Cell Therapeutics Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 Exercise, (such date, the “Warrant Share Delivery Date”), provided that, within two ii) one (21) Trading Days following the Day after delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company and (iii) the number of Trading Days comprising the Notice of Exercise, so long as Standard Settlement Period after the payment delivery to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.the
Appears in 2 contracts
Samples: Delcath Systems, Inc., Delcath Systems, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.other
Appears in 2 contracts
Samples: Sg Blocks, Inc., Avinger Inc
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposesthe Warrant Shares with respect to which this Warrant has been exercised, as irrespective of the time date of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.the
Appears in 2 contracts
Samples: Emagin Corp, Emagin Corp
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise by the date that is earlier of (i) two (2) Trading Days after and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). As used herein, provided that“Standard Settlement Period” means the standard settlement period, within two (2) expressed in a number of Trading Days following Days, on the delivery of a Notice of Exercise, Company’s primary Trading Market with respect to the Holder shall pay Ordinary Shares as in effect on the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time date of delivery to the Company of the Notice of Exercise. Notwithstanding the foregoing, so long as with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the payment Business Day prior to the Company 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 (or by other than in the case of a cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of received by such sharesWarrant Share Delivery Date.
Appears in 2 contracts
Samples: Galmed Pharmaceuticals Ltd., Galmed Pharmaceuticals Ltd.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 the earlier of (2i) 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 (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposes, as of the time of delivery Warrant Shares with respect to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.which this Warrant has been
Appears in 2 contracts
Samples: Cyclacel Pharmaceuticals, Inc., Cyclacel Pharmaceuticals, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”Hxxxxx, and otherwise by physical delivery of a certificate 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 three (23) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, Exercise the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time is received within three Trading Days of delivery to the 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 be subject to the payments set forth in Section 2(d)(iv) below. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, this Warrant remains outstanding and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesexercisable.
Appears in 2 contracts
Samples: Common Share Purchase Warrant (InspireMD, Inc.), Common Share Purchase Warrant (InspireMD, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 or applicable exemption permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 (2) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, Exercise the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price as set forth above is received within one (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time 1) Trading Day of delivery to the Company of the Notice of Exercise, . The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, this Warrant remains outstanding and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesexercisable.
Appears in 2 contracts
Samples: Magnegas Applied Technology Solutions, Inc., Magnegas Applied Technology Solutions, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”the Holder, and otherwise by physical delivery of a certificate 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 (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above is received within two (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted2) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesTrading Days.
Appears in 2 contracts
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company theCompany 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 (2) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to deemedto have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to date the Company of the Notice of ExerciseWarrant has been exercised, so long as the with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi2(d)(v) is made prior to the issuance of such shares, having been paid.
Appears in 2 contracts
Samples: Know Labs, Inc., Know Labs, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.Warrant
Appears in 2 contracts
Samples: Common Stock Purchase (Alpine 4 Holdings, Inc.), Vivus Inc
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by other than in the case of a cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to received within the issuance earlier of such shares.(i) two (2) Trading Days and (ii) the number
Appears in 2 contracts
Samples: Common Stock Purchase (9 Meters Biopharma, Inc.), T2 Biosystems, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise or by book entry, 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 the earlier of (2i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.than in the
Appears in 2 contracts
Samples: GRI BIO, Inc., GRI BIO, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.the
Appears in 1 contract
Samples: Securities Purchase Agreement (MAIA Biotechnology, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent its transfer agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise in book-entry form or by physical delivery of a certificate 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 (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that, that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.
Appears in 1 contract
Samples: RetinalGenix Technologies Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Company’s share transfer agent (the “Transfer Agent Agent”) to the Holder by crediting the account of the Holder’s prime broker or its designee’s balance account with The Depository Trust Company through its Deposit deposit or Withdrawal 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 Holder or (B) this Warrant is being exercised via “cashless exercise”system, and otherwise by physical electronic delivery of a certificate 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 Agreement by the date that is two three (23) Trading Days after the delivery to the Company of the Notice Exercise Agreement, provided that, to the extent that it falls within the scope of Section 2.01(b)(i)(A), the Aggregate Exercise Price has been received by the Company (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a Notice the Exercise Agreement and this Warrant (if applicable) and payment of Exercisethe Aggregate Exercise Price in accordance with Section 2.01(b)(i), the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposesthe Warrant Shares with respect to which this Warrant has been exercised, as irrespective of the time date of delivery to the Company of the Notice of Exercise, Warrant Shares. The Company agrees to use commercially reasonable efforts to maintain a transfer agent that is a participant in the Fast Automated Securities Transfer Program (FAST) with The Depository Trust Company so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, this Warrant remains outstanding and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesexercisable.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker or its designee’s balance account with The Depository Depositary 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposesthe Warrant Shares with respect to which this Warrant has been exercised, as irrespective of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.date of
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Ascent Solar Technologies, Inc.)
Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise by the date that is two three (23) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to date the Company of the Notice of ExerciseWarrant has been exercised, so long as the with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares, having been paid.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposesthe Warrant Shares with respect to which this Warrant has been exercised, as irrespective of the time date of delivery to the Company of the Notice of ExerciseWarrant Shares, so long as the provided that payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.aggregate
Appears in 1 contract
Samples: Warrant Agency Agreement and Warrants (Invivo Therapeutics Holdings Corp.)
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 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 (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposesthe Warrant Shares with respect to which this Warrant has been exercised, as irrespective of the time date of delivery to the Company of the Notice of ExerciseWarrant Shares, so long as the provided that payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.aggregate Exercise
Appears in 1 contract
Samples: Evofem Biosciences, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposesthe Warrant Shares with respect to which this Warrant has been exercised, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.irrespective
Appears in 1 contract
Samples: Cellectar Biosciences, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 three (23) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all 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, irrespective of the date of delivery of the Warrant Shares, provided that, that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, . The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, this Warrant remains outstanding and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesexercisable.
Appears in 1 contract
Samples: Taronis Fuels, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”Holder, and otherwise by physical xxxxxcal delivery of a certificate 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 three (23) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to date the Company of the Notice of ExerciseWarrant has been exercised, so long as the with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi2(c)(vi) is made prior to the issuance of such shares, having been paid.
Appears in 1 contract
Samples: XTI Aerospace, Inc.
Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “cashless exercise”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 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 three (23) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, Exercise the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become than in the case of a holder of record of such shares for all purposes, as of the time Cashless Exercise) is received within three Trading Days of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if ), for the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance number of the Warrant Shares to or resale of which the Warrant Shares by Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by other than in the case of a cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, ) is received within the earlier of (i) two (2) Trading Days and Holder or any other person so designated to be named therein shall be deemed to have become a holder (ii) the number of record of such shares for all purposes, as of Trading Days comprising the time of Standard Settlement Period following delivery to the Company 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 payment standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Company Common Stock as in effect on the date of delivery of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance Notice of such sharesExercise.
Appears in 1 contract
Samples: 22nd Century Group, Inc.
Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “cashless exercise”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 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 one (21) Trading Days Day after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, Exercise the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become than in the case of a holder of record of such shares for all purposes, as of the time Cashless Exercise) is received within three Trading Days of delivery to the Company of the Notice of Exercise, . The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, this Warrant remains outstanding and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesexercisable.
Appears in 1 contract
Samples: Inventergy Global, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Company’s share transfer agent (the “Transfer Agent Agent”) to the Holder by crediting the account of the Holder’s prime broker or its designee’s balance account with The Depository Trust Company through its Deposit deposit or Withdrawal 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 Holder or (B) this Warrant is being exercised via “cashless exercise”system, and otherwise by physical electronic delivery of a certificate 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 Agreement by the date that is two three (23) Trading Days after the delivery to the Company of the Notice Exercise Agreement, provided that, to the extent that it falls within the scope of Section 2.01(b)(i)(A), the Aggregate Exercise Price has been received by the Company (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a Notice the Exercise Agreement and this Warrant (if applicable) and payment of Exercisethe Aggregate Exercise Price in accordance with Section 2.01(b)(i), the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposesthe Warrant Shares with respect to which this Warrant has been exercised, as irrespective of the time date of delivery to the Company of the Notice of Exercise, Warrant Shares. The Company agrees to use commercially reasonable efforts to maintain a transfer agent that is a participant in the Fast Automated Securities Transfer Program (FAST) with The Depository Trust Company so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, this Warrant remains outstanding and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesexercisable.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by other than in the case of a cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.3
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.Warrant Shares
Appears in 1 contract
Samples: Innovation Beverage Group LTD
Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise by the date that is two three (23) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two three (23) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Milestone Scientific Inc.)
Delivery of Warrant Shares Upon Exercise. Subject to Section 2(e), the Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the warrants), and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise or book entry, 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 by the date that is two three (23) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by other than in the case of a cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid is received by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesWarrant Share Delivery Date.
Appears in 1 contract
Samples: Avinger Inc
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 otherwise by physical delivery of a certificate 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 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by other than in the case of a cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to received within the issuance earlier of such shares.(i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard
Appears in 1 contract
Samples: Soligenix, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 (2) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to date the Company of the Notice of ExerciseWarrant has been exercised, so long as the with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi2(d)(v) is made prior to the issuance of such shares, having been paid.
Appears in 1 contract
Samples: assets3.flashfunders.com
Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise Exercise, in each case by the date that is two three (23) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise and receipt of the DWAC request from the Holder’s prime broker (such date, the “Warrant Share Delivery Date”if applicable), provided that, within two (2B) Trading Days following the delivery surrender of a Notice this Warrant (if required) and (C) payment of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “ Warrant Share Delivery Date ”). The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a the holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercisedate this Warrant has been properly exercised, so long as the with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares, having been paid.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner of sale limitations pursuant to Rule 144 (assuming this Warrant is being exercised via “cashless exercise”), and otherwise by physical delivery of a certificate 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 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 (iii) the number of trading days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposesthe Warrant Shares with respect to which this Warrant has been exercised, as irrespective of the time date of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.Warrant
Appears in 1 contract
Samples: Nuburu, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (in the event that the Warrant has been exercised via “on a cashless exercise”basis), and otherwise by physical delivery of a certificate 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 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 (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as than in the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.a cashless
Appears in 1 contract
Samples: BioSig Technologies, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this in the case of a cashless exercise of the Warrant, the Warrant is being exercised via “cashless exercise”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 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 the later of one (21) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days after comprising the Standard Settlement Period subject to the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.Warrant Shares with respect
Appears in 1 contract
Samples: Karyopharm Therapeutics Inc.
Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by On or before the Transfer Agent to second (2nd) Trading Day following the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if date on which the Company is then has received 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise by and the aggregate Exercise Price (other than in the case of a cashless exercise) (or such earlier date that is two (2) Trading Days after the delivery as required pursuant to the Company of the Notice of Exercise Exchange Act or other applicable law (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following rule or regulation for the delivery settlement of a Notice trade of Exercisesuch Warrant Shares initiated on the applicable Exercise Date), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (“FAST”) and such Holder shall pay has (i) resold shares of Common Stock in a manner described under the caption “Plan of Distribution” in a Registration Statement (as defined in the Subscription Agreement)or pursuant to Rule 144 or other available exemption from registration under the Securities Act and (ii) delivered to the Company, the Transfer Agent and counsel to the Company the aggregate Exercise Price as set forth above (including by cashless exercisea customary seller’s representation letter and, if permitted). The Warrant Shares shall be deemed to have been issuedrequested by the Transfer Agent, and Holder or a customary broker’s representation letter confirming the resale of such Securities in the manner described above, together with any other person so designated to be named therein shall be deemed to have become documentation reasonably required by the Transfer Agent and/or the Depository Trust Company and, if applicable and requested by the Company, a holder legal opinion of record Xxxxxx’s counsel that the sale of such shares for all purposesof Common Stock did not require registration under the Securities Act, as of the time of delivery in a form and substance reasonably satisfactory to the Company of and its counsel (the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c“Resale Eligibility Conditions”), as upon the case may be, and all taxes required to be paid by request of the Holder, if any, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to Section 2(d)(vi) is made prior such exercise to the issuance of such shares.the
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Allurion Technologies, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 or the Warrant Agent of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) 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 (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposesthe Warrant Shares with respect to which this Warrant has been exercised, as irrespective of the time date of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may beWarrant Shares, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance for purposes of such shares.Regulation
Appears in 1 contract
Samples: UAN Power Corp
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 later of (i) the earlier of (a) two (2) Trading Days after the delivery to the Company of the Notice of Exercise and (b) the number of Trading Days comprising 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 (providing the foregoing clause (ii) shall not apply in the event of a cashless exercise) (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposes, as of the time of delivery Warrant Shares with respect to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.which this Warrant has been exercised,
Appears in 1 contract
Samples: Inhibrx, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Wrap Technologies, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 Exercise, (such date, the “Warrant Share Delivery Date”), provided that, within two ii) one (21) Trading Days following the Day after delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above to the Company and (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder iii) the number of record of such shares for all purposes, as of Trading Days comprising the time of Standard Settlement Period after the delivery to the Company of the Notice of ExerciseExercise (such date, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.Exhibit 4.1
Appears in 1 contract
Samples: ASTROTECH Corp
Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “cashless exercise”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 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 (2) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following . For purposes of Rule 200 under Regulation SHO of the delivery of a Notice of ExerciseSecurities Act, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, issued and the Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposes, as of the time of Warrant Shares with respect to which this Warrant has been exercised upon delivery to the Company of the Notice of Exercise, so long as the payment to the Company irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as is received within two Trading Days of delivery of the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance Notice of such sharesExercise.
Appears in 1 contract
Samples: Avalo Therapeutics, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate or book-entry notation, 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 Exercise, (such date, the “Warrant Share Delivery Date”), provided that, within two ii) one (21) Trading Days following the Day after delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above to the Company and (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder iii) the number of record of such shares for all purposes, as of Trading Days comprising the time of Standard Settlement Period after the delivery to the Company of the Notice of ExerciseExercise (such date, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.the
Appears in 1 contract
Samples: ReShape Lifesciences Inc.
Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposesthe Warrant Shares with respect to which this Warrant has been exercised, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.irrespective
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Yield10 Bioscience, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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) two (2) Trading Days after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposesthe Warrant Shares with respect to which this Warrant has been exercised, as irrespective of the time date of delivery to the Company of the Notice of ExerciseWarrant Shares, so long as the provided that payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.aggregate Exercise
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. Warrant Shares Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent (the “Transfer Agent Agent”) to the Holder by crediting the account of the Holder’s prime broker with The the Depository Trust Company through its Deposit or Withdrawal at Custodian system Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective registration statement for its initial public offering registering the Warrants Shares, in which case the Holder will simultaneously exercise this Warrant upon the effectiveness of such registration statement, (B) there is a registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (BC) this Warrant is being exercised via “cashless exercise”the shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate certificates to the address specified by the Holder in the Notice of Exercise by the date that is two within four (24) Trading Days after from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (such date, the “Warrant Share Delivery Date”), provided that, within two (2if required) Trading Days following the delivery and payment of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by cashless exercise, if permitted)the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to date the Company of the Notice of Exercise, so long as the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares., have been paid. ..
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 otherwise by physical delivery of a certificate 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 two the earliest of (2i) 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by other than in the case of a cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to received within the issuance earlier of such shares.(i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period
Appears in 1 contract
Samples: Banzai International, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent its transfer agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, Xxxxxx and otherwise by physical delivery of a certificate 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 three (23) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, Exercise the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time is received within three Trading Days of delivery to the Company of the Notice of Exercise, . The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, this warrant remains outstanding and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesexercisable.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Company’s stock transfer agent (the “Transfer Agent Agent”) to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”), and otherwise by physical delivery of a certificate certificate, registered in the Company’s share register in the name of the Holder or its designee, or delivery by book-entry transfer crediting the account of the Holder through the Company's transfer agent and registrar for the Common Stock, 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 earlier 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 (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by other than in the case of a cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of ) is received within two (2) Trading following delivery to the Company of the Notice of Exercise, . The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, this Warrant remains outstanding and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesexercisable.
Appears in 1 contract
Samples: Viola Vincent J
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of- sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 three (23) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all 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, irrespective of the date of delivery of the Warrant Shares, provided that, that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, . The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, this Warrant remains outstanding and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesexercisable.
Appears in 1 contract
Samples: GreenBox POS
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 (assuming cashless exercise of this Warrant is being exercised via “cashless exercise”Warrant), and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.the
Appears in 1 contract
Samples: Surrozen, Inc./De
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 by the Holder of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposesthe Warrant Shares with respect to which this Warrant has been exercised, as irrespective of the time date of delivery to the Company of the Notice of ExerciseWarrant Shares, so long as the provided that payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.aggregate
Appears in 1 contract
Samples: Biolase, Inc
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker or its designee’s balance account with The Depository Trust Company through its Deposit or and Withdrawal at Custodian system service (“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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.,
Appears in 1 contract
Samples: JanOne Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 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 (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.than in the
Appears in 1 contract
Samples: Letter Agreement (Athyrium Opportunities III Co-Invest 1 LP)
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for Regulation SHO purposes to have become a the holder of record of such shares for all purposes, as of the time of delivery Warrant Shares with respect to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.which this
Appears in 1 contract
Samples: Rockley Photonics Holdings LTD
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by other than in the case of a cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to received within the issuance earlier of such shares.(i) two (2) Trading Days and (ii) the number of Trading Days 4837-8026-3679.1
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by other than in the case of a cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to received within the issuance earlier of such shares.(i) two (2) Trading Days and (ii) the number of Trading Days comprising the
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 three (23) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, Exercise the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become than in the case of a holder of record of such shares for all purposes, as of the time Cashless Exercise) is received within three Trading Days of delivery to the 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 be subject to the payments set forth in Section 2(d)(iv) below. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, this Warrant remains outstanding and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesexerciseable.
Appears in 1 contract
Samples: China Ceramics Co., LTD
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 exericse to the address specified by the Holder in the Notice of Exercise by the date that is two three (23) Trading Days after the delivery to the Company of the Notice of Exercise together with delivery to the Company’s Transfer Agent of any further documents reasonably required by such Transfer Agent and not inconsistent with Article IV of the Purchase Agreement (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to date the Company of the Notice of ExerciseWarrant has been exercised, so long as the with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares, having been paid.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 (iii) 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 (iii), subject to the Company’s receipt of the aggregate Exercise Price (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposesthe Warrant Shares with respect to which this Warrant has been exercised, as irrespective of the time date of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.Warrant Shares,
Appears in 1 contract
Samples: Achieve Life Sciences, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by its transfer agent (the “Transfer Agent Agent”) to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that, that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder Holder, or (B) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner of sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery book-entry credit in the Company’s share register in the name of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.Share
Appears in 1 contract
Samples: Salarius Pharmaceuticals, Inc.
Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 by the Warrant Shares by Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 three (23) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, Exercise the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become than in the case of a holder of record of such shares for all purposes, as of the time Cashless Exercise) is received within three Trading Days of delivery to the Company of the Notice of Exercise, . The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, this Warrant remains outstanding and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesexercisable.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 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 (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposes, as of the time of delivery Warrant Shares with respect to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.which this Warrant has been
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Apricus Biosciences, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 Warrant Agent of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Warrant Agent of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposesthe Warrant Shares with respect to which this Warrant has been exercised, as irrespective of the time date of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.the
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Unity Biotechnology, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 three (23) Trading Days after the delivery to the Company of the Notice of Exercise together with delivery to the Company’s Transfer Agent of any further documents reasonably required by such Transfer Agent and not inconsistent with Article IV of the Purchase Agreement (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to date the Company of the Notice of ExerciseWarrant has been exercised, so long as the with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares, having been paid.
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, Hxxxxx and otherwise by physical delivery of a certificate 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 three (23) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, Exercise the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become than in the case of a holder of record of such shares for all purposes, as of the time Cashless Exercise) is received within three Trading Days of delivery to the Company of the Notice of Exercise, . The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, this warrant remains outstanding and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesexercisable.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (One Horizon Group, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 or, if required, resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 earlier of (i) two (2) Trading Days after the delivery 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 (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.other
Appears in 1 contract
Samples: Securities Purchase Agreement (Athersys, Inc / New)
Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this Warrant is being exercised via “cashless exercise”the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise by the date that is two three (23) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to date the Company of the Notice of ExerciseWarrant has been exercised, so long as the with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi2(c)(vi) is made prior to the issuance of such shares, having been paid.
Appears in 1 contract
Samples: Cytosorbents Corp
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 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 and the Warrant Agent of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by other than in the case of a cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid is received by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.Warrant Share Delivery
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Aytu Biopharma, Inc)
Delivery of Warrant Shares Upon Exercise. Subject to the requirements of applicable law, the Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “cashless exercise”Shares are eligible for resale by the Holder pursuant to Rule 144 or Section 4(a)(1) under the Securities Act of 1933, and otherwise by physical delivery of a certificate 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 (2) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise and (B) payment of the aggregate Exercise Price as set forth above (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above is received within the earlier of (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, i) two Trading Days and Holder or any other person so designated to be named therein shall be deemed to have become a holder (ii) the number of record of such shares for all purposes, as of Trading Days comprising the time of Standard Settlement Period following delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.
Appears in 1 contract
Samples: White River Energy Corp.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.Share
Appears in 1 contract
Samples: Novus Therapeutics, Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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) two (2) Trading Days after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery corporate purposes to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.have
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of- sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 the earliest of (2i) three (3) Trading Days after the delivery to the Company of the Notice of Exercise Exercise, (such date, the “Warrant Share Delivery Date”), provided that, within ii) two (2) Trading Days following the Day after delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.and
Appears in 1 contract
Samples: Cyber App Solutions Corp.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (in the event that the Warrant has been exercised via “on a cashless exercise”basis), and otherwise by physical delivery of a certificate 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 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 (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by other than in the case of a cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, ) is received within the earlier of (i) two (2) Trading Days and Holder or any other person so designated to be named therein shall be deemed to have become a holder (ii) the number of record of such shares for all purposes, as of Trading Days comprising the time of Standard Settlement Period following delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.
Appears in 1 contract
Samples: Zomedica Pharmaceuticals Corp.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate (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 (2) Trading Days after the delivery to the Company of the Notice of Exercise Exercise, (such date, the “Warrant Share Delivery Date”), provided that, within two ii) one (21) Trading Days following the Day after delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above to the Company and (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder iii) the number of record of such shares for all purposes, as of Trading Days comprising the time of Standard Settlement Period after the delivery to the Company of the Notice of ExerciseExercise (such date, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.the
Appears in 1 contract
Samples: Comera Life Sciences Holdings, Inc.
Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “cashless exercise”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 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 the earlier of (2i) 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 (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.deemed
Appears in 1 contract
Samples: INFOSONICS Corp
Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposesthe Warrant Shares with respect to which this Warrant has been exercised, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.irrespective 5
Appears in 1 contract
Samples: Warrant Agency Agreement (Yield10 Bioscience, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by Continental Stock Transfer & Trust Company, or any successor transfer agent of the Company (the “Transfer Agent Agent”) to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “cashless exercise”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 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 two (2) Trading Business Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above is received within two (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of 2) Business Days following delivery to the Company of the Notice of Exercise, . The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, this Warrant remains outstanding and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesexercisable.
Appears in 1 contract
Samples: Spectaire Holdings Inc.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposesthe Warrant Shares with respect to which this Warrant has been exercised, as irrespective of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.date of
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Quanergy Systems, Inc.)
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this Warrant is being exercised via “cashless exercise”exercise pursuant to Section 2(c) above, and otherwise by physical delivery of a certificate 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 (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such shares for all purposesthe Warrant Shares with respect to which this Warrant has been exercised, as irrespective of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.date of
Appears in 1 contract
Samples: General Cannabis Corp
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of- sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 the later of five (25) Trading Days after (i) the delivery to the Company of the Notice of Exercise and (ii) delivery of the aggregate Exercise Price to the Company (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by other than in the case of a cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of ) is received within five (5) Trading Days following delivery to the Company of the Notice of Exercise, . The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, this Warrant remains outstanding and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesexercisable.
Appears in 1 contract
Samples: Pasithea Therapeutics Corp.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 the earlier of (2i) one (1) Trading Day after the delivery 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 (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by other than in the case of a cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to received within the issuance earlier of such shares.(i) one (1) Trading Day and (ii) the number of Trading
Appears in 1 contract
Samples: Holdco Nuvo Group D.G Ltd.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 or, if required, resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via “cashless exercise”, and otherwise by physical delivery of a certificate 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 earlier of (i) two (2) Trading Days after the delivery 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 (such date, the “Warrant Share Delivery Date”), provided that, within two (2) Trading Days following the . Upon delivery of a the Notice of Exercise, the Holder shall pay be deemed for all corporate purposes to have become the Company holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price as set forth above (including by other than in the case of a cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, ) is received within the earlier of (i) two (2) Trading Days and Holder or any other person so designated to be named therein shall be deemed to have become a holder (ii) the number of record of such shares for all purposes, as of Trading Days comprising the time of Standard Settlement Period following delivery to the Company of the Notice of Exercise, so long as . If the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such shares.Company
Appears in 1 contract
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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) this the Warrant is being exercised via “Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise”exercise of the Warrants), and otherwise by physical delivery of a certificate 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 (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that, that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within two (2) Trading Days following the delivery of a Notice of Exercise, the Holder shall pay the Company the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the time of delivery to the Company of the Notice of Exercise, . The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the payment to the Company of the Exercise Price (or by cashless exercise, if permitted) pursuant to Section 2(a) or 2(c), as the case may be, this Warrant remains outstanding and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) is made prior to the issuance of such sharesexercisable.
Appears in 1 contract
Samples: theMaven, Inc.
