Duration and Exercise of Warrant. (a) The rights represented by this Warrant may be exercised by the Warrantholder of record, in whole, or from time to time in part by the (a) surrender of this Warrant, accompanied by the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Corporation at the office of the Corporation located at 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xx Xxxx, Xxxxxxxxxx 00000 (or such other office or agency of the Corporation as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Corporation) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles time, on any Exercise Commencement Date but not later than the close of business on the Expiration Date (or the close of business on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and (b) delivery of payment to the Corporation, for the account of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money of the United States of America. The Corporation agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten (10) Business Days, thereafter. The certificate or certificates so delivered shall be issued in the name of the Warrantholder or, if permitted by subsection 2.5 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form, subject to subsection 2.4, and shall be subject to the restrictions on transfer and bear the legend specified in subsection 2.
Appears in 2 contracts
Samples: Warrant Agreement (Alliance Pharmaceutical Corp), Warrant Agreement (Alliance Pharmaceutical Corp)
Duration and Exercise of Warrant. (a) The rights represented by this Warrant may be exercised by the Warrantholder of record, in whole, or from time to time in part (but covering at least the lesser of 1,000 shares or the remaining unexercised portion of this Warrant), by the (a) surrender of this Warrant, accompanied by the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Corporation Company at the office of the Corporation Company located at 0000 Xxxxxxx Xxxxxxxxx2078 Prospector Avenue Park City, Xxxxx 000, Xx Xxxx, Xxxxxxxxxx 00000 Utah 84060 (or such other office or agency of the Corporation Company as it may designate by notice to the Warrantholder at the address of such Warrantholder Warranxxxxxxx xx xxx xxxxxxx xx xxxx Xxxxxxxxxxxxx appearing on the books of the CorporationCompany) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the City of Los Angeles, State of California or on which the Corporation Company is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M.a.m. Houston, Los Angeles time, Texas time on any the Initial Exercise Commencement Date but not later than the close of business 5:00 p.m. on the Expiration Date (or the close of business 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and (b) delivery of payment to the Corporation, for the account of the Corporation, by cash, Company in cash or by certified or bank cashier's check or by wire transfer, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money and such documentation as to the identity and authority of the United States of AmericaWarrantholder as the Company may reasonably request. The Corporation agrees that such Such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder as which is the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten (10) Business Days10 business days, thereafter. The certificate or stock certificates so delivered shall be in denominations of at least 1,000 shares each or such other denomination as may be specified by the Warrantholder and agreed upon by the Company, and shall be issued in the name of the Warrantholder or, if permitted by subsection 2.5 1.5 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form. If this Warrant shall have been exercised only in part, subject the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to subsection 2.4the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, and which new Warrant shall in all other respects be identical with this Warrant. No adjustments or payments shall be subject made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the restrictions on transfer and bear date as of which the legend specified in subsection 2Warrantholder shall be deemed to be the record holder of such Warrant Shares.
Appears in 2 contracts
Samples: Warrant Agreement (Triad Medical Inc), Warrant Agreement (Triad Medical Inc)
Duration and Exercise of Warrant. (a) The rights represented by this Warrant may be exercised exercised, by the Warrantholder of record, in whole, or from time to time in part (but covering at least the lesser of 1,000 shares or the remaining unexercised portion of this Warrant), by the (a) surrender of this Warrant, accompanied by the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Corporation Company at the office of the Corporation Company located at 0000 Xxxx Xxxxxxx XxxxxxxxxXxxxx, Xxxxx 000, Xx XxxxXxxxxxx, Xxxxxxxxxx Xxxxx 00000 (or such other office or agency of the Corporation Company as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the CorporationCompany) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the City of Los Angeles, State of California or on which the Corporation Company is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M.a.m. Houston, Los Angeles time, Texas time on any the Initial Exercise Commencement Date but not later than the close of business 5:00 p.m. on the Expiration Date (or the close of business 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and (b) delivery of payment to the Corporation, for the account of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, Company of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form in lawful money and such documentation as to the identity and authority of the United States of AmericaWarrantholder as the Company may reasonably request.
(b) Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The Corporation agrees that such stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder as that is the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. Certificates .
(c) If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates for the Warrant Shares specified in the Exercise Form shall be delivered Shares, deliver to the Warrantholder as promptly as practicablea new Warrant evidencing the rights to purchase the remaining Warrant Shares, and which new Warrant shall in any event within ten all other respects be identical with this Warrant.
(10d) Business Days, thereafter. The certificate No adjustments or certificates so delivered payments shall be issued made on or in respect of Warrant Shares issuable on the name exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder or, if permitted by subsection 2.5 and in accordance with the provisions thereof, such other name as shall be designated in deemed to be the Exercise Form, subject to subsection 2.4, and shall be subject to the restrictions on transfer and bear the legend specified in subsection 2record holder of such Warrant Shares.
Appears in 2 contracts
Samples: Warrant Agreement (2 Infinity Inc), Warrant Agreement (2 Infinity Inc)
Duration and Exercise of Warrant. (a) The rights represented by this Warrant may be exercised by the Warrantholder of record, in whole, or from time to time in part (but covering at least the greater of 1,000 shares or the remaining unexercised portion of this Warrant), by the (a) surrender of this Warrant, accompanied by the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Corporation Company at the office of the Corporation Company located at 0000 Xxxxxxx 1000 Xxxxxxxxx, Xxxxx 0000000, Xx XxxxXxxxxxx, Xxxxxxxxxx Xxxxx 00000 (or such other office or agency of the Corporation as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the CorporationCompany) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the City of Los Angeles, State of California or on which the Corporation Company is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M.a.m., Los Angeles timeHouston, Texas time on any the Initial Exercise Commencement Date but not later than the close of business 5:00 p.m. on the Expiration Date (or the close of business 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and (b) delivery of payment to the Corporation, for the account of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, Company of the Exercise Price for the number of Warrant Shares specified in the Exercise Form Form, payable in lawful money cash or certified bank check, and such documentation as to the identity and authority of the United States of AmericaWarrantholder as the Company may reasonably request. The Corporation agrees that such Such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder as that is the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten (10) Business Days5 business days, thereafter. The certificate or certificates so delivered shall be issued in the name stock certifi of the Warrantholder or, if permitted by subsection 2.5 1.4 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form. If this Warrant shall have been exercised only in part, subject the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to subsection 2.4the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, and which new Warrant shall in all other respects be identical with this Warrant. No adjustments or payments shall be subject made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the restrictions on transfer and bear date as of which the legend specified in subsection 2Warrantholder shall be deemed to be the record holder of such Warrant Shares.
Appears in 2 contracts
Samples: Warrant Agreement (Nationwide Staffing Inc), Warrant Agreement (Nationwide Staffing Inc)
Duration and Exercise of Warrant. (a) The rights represented by this Section 2.01. This Warrant may be exercised by at any time after 9:00 a.m., Gainesville, Florida time, on July 1, 1995, and before 5:00 p.m., Gainesville, Florida time, on the Warrantholder of recordExpiration Date. If this Warrant is not exercised at or before 5:00 p.m., in wholeGainesville, or from time to time in part by Florida time, on the Expiration Date, it will become void and neither the Warrant Holder nor any other person will have any rights under this Warrant.
(a) To exercise this Warrant in whole or in part, the Warrant Holder must surrender of this Warrant, accompanied by with the Exercise Subscription Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchasedexecuted, to the Corporation Company at its principal office accompanied by a certified or official bank check payable to the office order of the Corporation located at 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xx Xxxx, Xxxxxxxxxx 00000 (or such other office or agency of the Corporation as it may designate by notice Company in an amount equal to the Warrantholder at the address of such Warrantholder appearing on the books of the Corporation) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles time, on any Exercise Commencement Date but not later than the close of business on the Expiration Date (or the close of business on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and (b) delivery of payment to the Corporation, for the account of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, of the aggregate Exercise Price for the number shares of Warrant Shares specified in the Exercise Form in lawful money of the United States of America. The Corporation agrees that such Warrant Shares shall be deemed Common Stock as to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered is being exercised.
(b) When the Company receives this Warrant with the Subscription Form duly executed and accompanied by payment made of the aggregate Exercise Price for the shares of Common Stock as to which this Warrant Shares as aforesaid. Certificates for is being exercised, the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as Company will promptly as practicableissue certificates, and in any event within ten (10) Business Days, thereafter. The certificate or certificates so delivered shall be issued registered in the name of the Warrantholder orWarrant Holder or such other names as are designated by the Warrant Holder, representing the total number of shares of Common Stock (and other securities, if permitted any) as to which this Warrant is being exercised, in such denominations as are requested by subsection 2.5 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form, subject to subsection 2.4Warrant Holder, and shall be subject the Company will deliver promptly such certificates to the restrictions on Warrant Holder.
(c) If the Warrant Holder exercises this Warrant with respect to fewer than all the shares of Common Stock to which it relates, the Company will execute a new Warrant for the balance of the shares of Common Stock that may be purchased upon exercise of this Warrant and will deliver promptly such new Warrant to the Warrant Holder.
(d) The Company will pay any taxes that may be payable in respect of (i) the issuance of shares of Common Stock or (ii) the issuance of a new Warrant if this Warrant is exercised as to fewer than all the shares of Common Stock to which it relates. The Company will not, however, be required to pay any transfer tax payable because shares of Common Stock or a new Warrant are to be registered in a name other than that of the Warrant Holder, and bear the legend specified Company will not be required to issue any shares of Common Stock or to issue a new Warrant registered in subsection 2a name other than that of the Warrant Holder until (i) the Company receives either (A) evidence that any applicable transfer taxes have been paid or (B) funds with which to pay those taxes or (ii) it has been established to the Company's satisfaction that no such tax is due.
Appears in 1 contract
Duration and Exercise of Warrant. (a) The rights represented by this SECTION 2.01. This Warrant may be exercised by at any time before 5:00 P.M., New York City time, on the Warrantholder of recordExpiration Date. If this Warrant is not exercised at or before 5:00 P.M., in wholeNew York City time, or from time to time in part by on the Expiration Date, it will become void and neither the Warrant Holder nor any other person will have any rights under this Warrant.
(a) To exercise this Warrant in whole or in part, the Warrant Holder must surrender of this Warrant, accompanied by with the Exercise Subscription Form annexed hereto (the "Exercise Form") on it duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchasedexecuted, to the Corporation Company at its principal office accompanied by a certified or official bank check payable to the office order of the Corporation located at 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xx Xxxx, Xxxxxxxxxx 00000 (or such other office or agency of the Corporation as it may designate by notice Company in an amount equal to the Warrantholder at the address of such Warrantholder appearing on the books of the Corporation) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles time, on any Exercise Commencement Date but not later than the close of business on the Expiration Date (or the close of business on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and (b) delivery of payment to the Corporation, for the account of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money of the United States of America. The Corporation agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on to which this Warrant shall have been surrendered is being exercised.
(b) When the Company receives this Warrant with the Subscription Form duly executed and accompanied by payment made of the full Exercise Price for the Warrant Shares as aforesaid. Certificates for to which this Warrant is being exercised, the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicableCompany will issue certificates, and in any event within ten (10) Business Days, thereafter. The certificate or certificates so delivered shall be issued registered in the name of the Warrantholder orWarrant Holder or such other names as are designated by the Warrant Holder, representing the total number of shares of Common Stock (and other securities, if permitted any) as to which this Warrant is being exercised, in such denominations as are requested by subsection 2.5 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form, subject to subsection 2.4Warrant Holder, and shall be subject the Company will deliver those certificates to the restrictions on Warrant Holder.
(c) If the Warrant Holder exercises this Warrant with respect to fewer than all the Warrant Shares to which it relates, the Company will execute a new Warrant for the balance of the Warrant Shares that may be purchased upon exercise of this Warrant and deliver that new Warrant to the Warrant Holder.
(d) The Company will pay any taxes which may be payable in respect of the issuance of Warrant Shares or in respect of the issuance of a new Warrant if this Warrant is exercised as to fewer than all the Warrant Shares to which it relates. The Company will not, however, be required to pay any transfer tax which becomes payable because Warrant Shares or a new Warrant are to be registered in a name other than that of the Warrant Holder, and bear the legend specified Company will not be required to issue any Warrant Shares or to issue a new Warrant registered in subsection 2a name other than that of the Warrant Holder until the Company receives either evidence that any applicable transfer taxes have been paid or funds with which to pay those taxes.
Appears in 1 contract
Duration and Exercise of Warrant. (a) The rights represented by this Warrant may be exercised at any time after six months from the date of grant by the Warrantholder of record, in whole, whole or from time to time in part by the (a) surrender of this Warrant, accompanied by the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder Warrantholder, delivered to the Secretary of record and the Company no fewer than five business days prior to the proposed effective date of exercise, specifying the number of Warrant Shares shares to be purchasedacquired on, and the effective date of, such exercise. The Exercise Form and notice may be delivered to the Corporation at the office of the Corporation Company located at 0000 Xxxxxxx Xxxxxxxxx00000 Xxxxxx Xxxx, Xxxxx 000, Xx XxxxXxxxxxx, Xxxxxxxxxx Xxxxx 00000 (or such other office or agency of the Corporation Company as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the CorporationCompany) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the City of Los Angeles, State of California or on which the Corporation Company is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M.a.m. Houston, Los Angeles time, Texas time on any the Initial Exercise Commencement Date but not later than the close of business 5:00 p.m. on the Expiration Date (or the close of business 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and (b) delivery of payment to the Corporation, for the account of the Corporation, by cashCompany, by certified mail to the attention of the Secretary of the Company, in cash, or by certified check, bank cashier's check check, or by wire transfer, . The Warrantholder may withdraw notice of exercise of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money of the United States of America. The Corporation agrees that such Warrant Shares shall be deemed at any time prior to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which business day preceding the proposed exercise date, and in this Warrant shall have been surrendered and payment made for instance, the Warrant Shares as aforesaidCompany will return the Exercise Form to the Warrantholder. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten (10) Business Days10 business days, thereafter. The certificate or stock certificates so delivered shall be in denominations of at least 1,000 shares each or such other denomination as may be specified by the Warrantholder and agreed upon by the Company, and shall be issued in the name of the Warrantholder orWarrantholder. If this Warrant shall have been exercised only in part, if permitted by subsection 2.5 and in accordance with the provisions thereofCompany shall, such other name as shall be designated in at the Exercise Formtime of delivery of the certificates for the Warrant Shares, subject to subsection 2.4, and shall be subject deliver to the restrictions on transfer and bear Warrantholder a new Warrant evidencing the legend specified rights to purchase the remaining Warrant Shares, which new Warrant shall in subsection 2all other respects be identical with this Warrant.
Appears in 1 contract
Samples: Warrant Agreement (I Sector Corp)
Duration and Exercise of Warrant. (a) The Subject to subsection 1.1(c) herein, this Warrant may be exercised to purchase (i) 100% of the underlying shares from and after 9:00 A.M. New York City time on March 22, 2005 (the "Exercise Date"); to and including 5:00 P.M. New York City time on March 22, 2014 (the "Expiration Date").
(b) Subject to subsection 1.1
(c) herein, the rights represented by this Warrant may be exercised by the Warrantholder of record, in whole, or from time to time in part by the part, by:
(ai) surrender Surrender of this Warrant, accompanied by either the Exercise Form annexed hereto hereto, or if the Warrantholder decides to exercise the Warrant pursuant to the broker-assisted cashless exercise program instituted by the Company, an applicable exercise form provided by the Company (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Corporation Company at the office of the Corporation Company located at 0000 00000 Xxxxxxxxx Xxxxxxx XxxxxxxxxXxxxx, Xxxxx 000Xxxxxxxxxxxx, Xx Xxxx, Xxxxxxxxxx Xxxxxxx 00000 (or such other office or agency of the Corporation Company as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the CorporationCompany) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are the New York Stock Exchange is authorized to close in the City of Los Angeles, State of California or on which the Corporation Company is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles time, A.M. New York City time on any the Exercise Commencement Date but not later than the close of business 5:00 P.M. on the Expiration Date (or the close of business 5:00 P.M. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and ;
(bii) delivery Delivery of payment to the Corporation, for the account of the Corporation, by cash, Company in cash or by certified or official bank cashier's check or by wire transferin New York Clearing House Funds, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money (such payment may be made by the Warrantholder directly or by a designated broker pursuant to the broker-assisted cashless exercise program instituted by the Company, subject to subsection 1.5 herein) and
(iii) Such documentation as to the identity and authority of the United States of AmericaWarrantholder as the Company may reasonably request. The Corporation agrees that such Such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder (or designated broker, as the case may be) as promptly as practicable, and in any event within ten (10) Business Days10 business days, thereafter. The certificate or stock certificates so delivered shall be in denominations of at least one thousand (1,000) shares each or such other denomination as may be specified by the Warrantholder and agreed upon by the Company, and shall be issued in the name of the Warrantholder or, if permitted by subsection 2.5 1.5 herein and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form. If this Warrant shall have been exercised only in part, subject the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to subsection 2.4the Warrantholder (or designated broker, and as the case may be) a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments or payments shall be subject made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the restrictions date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.
(c) Notwithstanding anything to the contrary in this Warrant, the Warrantholder hereby irrevocably agrees not to, directly or indirectly (i) sell, offer, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option right or warrant to purchase, transfer the economic risk of ownership in, make any short sale, pledge or otherwise dispose of this Warrant or the Warrant Shares, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of this Warrant or the Warrant Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of this Warrant or the Warrant Shares, for a period commencing on transfer the date hereof and, (A) with respect to 33 1/3% of the Warrant Shares, ending Xxxxx 00, 0000, (X) with respect to an additional 33 1/3% of the Warrant Shares, ending March 22, 2006 and bear (C) with respect to the legend specified in subsection 2remaining 33 1/3% of the Warrant Shares, ending March 22, 2007.
Appears in 1 contract
Duration and Exercise of Warrant. Section 2.1. This Warrant may be exercised at any time after 9:00 A.M., Eastern time, on April 3, 2003 (the "EXERCISE DATE") and before 5:00 P.M., Eastern time, on the Expiration Date.
(a) The rights represented by Holder may exercise this Warrant may be exercised by the Warrantholder of record, in whole, whole or from time to time in part (but not in denominations of fewer than 5,000 Warrant Shares except upon an exercise of the Warrant with respect to the remaining balance of Warrant Shares purchasable hereunder at the time of exercise) by the (a) surrender of this Warrant, accompanied by with the Exercise Purchase Form annexed hereto (the "Exercise Form"attached hereto) duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchasedexecuted, to the Corporation Company at its corporate office, together with the office applicable Purchase Price of the Corporation located at 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xx Xxxx, Xxxxxxxxxx 00000 (or such other office or agency of the Corporation as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Corporation) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles time, on any Exercise Commencement Date but not later than the close of business on the Expiration Date (or the close of business on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and (b) delivery of payment to the Corporation, for the account of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, of the Exercise Price for the number of each Warrant Shares specified in the Exercise Form Share being purchased in lawful money of the United States, or by certified check or official bank check payable in United States dollars to the order of America. The Corporation agrees that such the Company, subject to compliance with all the other conditions set forth in this Warrant.
(b) Upon receipt of this Warrant Shares with the Purchase Form duly executed and accompanied by payment of the aggregate Purchase Price for the shares of Common Stock for which this Warrant is being exercised, the Company shall be deemed cause to be issued to certificates for the Warrantholder total number of whole shares (as the record holder provided in Section 3.2) of such Warrant Shares as of the close of business on the date on Common Stock for which this Warrant shall have been surrendered and payment made for is being exercised in such denominations as the Warrant Shares as aforesaid. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicableHolder may request, and in any event within ten (10) Business Days, thereafter. The certificate or certificates so delivered shall be issued each registered in the name of the Warrantholder or, if permitted by subsection 2.5 and in accordance with the provisions thereof, Holder or such other name as shall may be designated in by the Exercise Form, subject to subsection 2.4Holder, and shall be subject thereafter the Company will promptly deliver, at its sole cost and expense, those certificates to the restrictions on transfer Holder, together with any other securities or property to which the Holder is entitled upon such exercise.
(c) If the Holder exercises this Warrant with respect to fewer than all the shares of Common Stock that may be purchased by exercise of this Warrant, the Company will execute a new Warrant for the balance of the shares of Common Stock that may be purchased by exercise of this Warrant and bear deliver that new Warrant to the legend specified in subsection 2Holder.
Appears in 1 contract
Samples: Warrant Agreement (Neoprobe Corp)
Duration and Exercise of Warrant. (a) The rights represented by this Warrant may be exercised by the Warrantholder of record, in whole, or from time to time in part by the (a) surrender of this Warrant, accompanied by the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Corporation at the office of the Corporation located at 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xx Xxxx, Xxxxxxxxxx 00000 (or such other office or agency of the Corporation as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Corporation) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles time, on any Exercise Commencement Date but not later than the close of business on the Expiration Date (or the close of business on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and (b) delivery of payment to the Corporation, for the account of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money of the United States of America. The Corporation agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten (10) Business Days, thereafter. The certificate or certificates so delivered shall be issued in the name of the Warrantholder or, if permitted by subsection 2.5 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form, subject to subsection 2.4, and shall be subject to the restrictions on transfer and bear the legend specified in subsection 22.5. If this Warrant shall have been exercised only in part, the Corporation shall, at the time of delivery of the certificate or certificates for the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. If this Warrant is not exercised prior to the close of business on the Expiration Date (or the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), this Warrant shall cease to be exercisable and shall become void and all rights of the Warrantholder hereunder shall cease. No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash distributions paid or payable to holders of record of shares of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.
(b) No fractional shares of Common Stock shall be issued upon the exercise of this Warrant. If more than one Warrant shall be exercised at one time by the same holder, the number of Warrant Shares which shall be issuable shall be computed on the basis of the aggregate principal amount of the Warrants so exercised. With respect to any fraction of a share called for upon any exercise hereof, the Corporation shall pay to the Warrantholder an amount in cash equal to such fraction multiplied by, the difference between the "closing price of the Corporation's Common Stock", determined as of the date of exercise in accordance with subsection 7.5 hereof, and this Warrant's exercise price per share of Common Stock as of the date of exercise.
Appears in 1 contract
Duration and Exercise of Warrant. (a) This Warrant may be exercised to purchase all of the underlying shares set forth above from and after April 30, 2000 (the "Exercise Date") to and including 5:00 p.m. New York City time on March 16, 2010 (the "Expiration Date").
(b) The rights represented by this Warrant may be exercised by the Warrantholder of record, in whole, or from time to time in part by the part, by:
(ai) surrender Surrender of this Warrant, accompanied by either the Exercise Form annexed hereto hereto, or if the Warrantholder decides to exercise the Warrant pursuant to the broker-assisted cashless exercise program instituted by the Company, an applicable exercise form provided by the Company (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Corporation Company at the office of the Corporation Company located at 0000 Xxxxxxx XxxxxxxxxXxXxxxxx Avenue, Xxxxx 000Suite 900, Xx XxxxDallas, Xxxxxxxxxx 00000 Texas 75204 (or such other office or agency of the Corporation Company as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the CorporationCompany) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are the New York Stock Exchange is authorized to close in the City of Los Angeles, State of California or on which the Corporation Company is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles time, A.M. New York City time on any the Exercise Commencement Date but not later than the close of business 5:00 P.M. on the Expiration Date (or the close of business 5:00 P.M. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and ,
(bii) delivery Delivery of payment to the Corporation, for the account of the Corporation, by cash, Company in cash or by certified or official bank cashier's check or by wire transferin New York Clearing House Funds, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money (such payment may be made by the Warrantholder directly or by a designated broker pursuant to the broker-assisted cashless exercise program instituted by the Company, subject to subsection 1.4 herein) and
(iii) Such documentation as to the identity and authority of the United States of AmericaWarrantholder as the Company may reasonably request. The Corporation agrees that such Such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder (or designated broker, as the case may be) as promptly as practicable, and in any event within ten (10) Business Days10 business days, thereafter. The certificate or stock certificates so delivered shall be in denominations of at least one thousand (1,000) shares each or such other denomination as may be specified by the Warrantholder and agreed upon by the Company, and shall be issued in the name of the Warrantholder or, if permitted by subsection 2.5 1.4 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form. If this Warrant shall have been exercised only in part, subject the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to subsection 2.4the Warrantholder (or designated broker, and as the case may be) a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments or payments shall be subject made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the restrictions on transfer and bear date as of which the legend specified in subsection 2Warrantholder shall be deemed to be the record holder of such Warrant Shares.
Appears in 1 contract
Samples: Warrant Agreement (Fyi Inc)
Duration and Exercise of Warrant. (a) The rights represented by Subject to the terms and -------------------------------- conditions set forth herein, this Warrant may be exercised exercised, in whole or in part, by the Warrantholder of record, in whole, or from time to time in part by the by:
(a) the surrender of this WarrantWarrant to the Company, accompanied by the with a duly executed Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Corporation at the office of the Corporation located at 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xx Xxxx, Xxxxxxxxxx 00000 (or such other office or agency of the Corporation as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Corporation) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized Day prior to close in the City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles time, on any Exercise Commencement Date but not later than the close of business on the Expiration Date (or the close of business on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and Date; and
(b) the delivery of payment to the CorporationCompany, for the account of the CorporationCompany, by cash, by wire transfer, certified or official bank cashier's check or any other means approved by wire transferthe Company, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money of the United States of America. In addition to and without limiting the rights of the Warrantholder under the terms hereof, the Warrantholder shall have the right, in exercising this Warrant in whole or in part at any time or from time to time in accordance with its terms, to deliver to the Company, in lieu of a payment by cash, wire transfer, certified or official bank check or any other means approved by the Company, written notice that the Warrantholder elects to apply the Exercise Price against the outstanding principal balance of the Note executed by the Company payable to the Warrantholder. The Corporation credit of the Exercise Price against the Note shall in all respects be deemed to constitute payment in full of such Exercise Price. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. Certificates Notwithstanding the foregoing, no such surrender shall be effective to constitute the Person entitled to receive such shares as the record holder thereof while the transfer books of the Company for the Common Stock are closed for any purpose (but not for any period in excess of five Business Days); but any such surrender of this Warrant Shares specified in for exercise during any period while such books are so closed shall become effective for exercise immediately upon the reopening of such books, as if the exercise had been made on the date this Warrant was surrendered and for the number of shares of Common Stock and at the Exercise Form shall be delivered to Price in effect at the Warrantholder as promptly as practicable, and in any event within ten (10) Business Days, thereafter. The certificate or certificates so delivered shall be issued in the name date of the Warrantholder or, if permitted by subsection 2.5 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form, subject to subsection 2.4, and shall be subject to the restrictions on transfer and bear the legend specified in subsection 2surrender.
Appears in 1 contract
Duration and Exercise of Warrant. (a) The rights represented by this Section 2.01 This Warrant may be exercised by the Warrantholder of record, in whole, or from at any time to time in part by the (a) surrender of this Warrant, accompanied by the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Corporation at the office of the Corporation located at 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xx Xxxx, Xxxxxxxxxx 00000 (or such other office or agency of the Corporation as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Corporation) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles New York City time, on any Exercise Commencement Date but not later than the close of business Effective Date, and before 5:00 P.M., New York City time, on the Expiration Date (Date. If this Warrant is not exercised at or the close of business before 5:00 P.M., New York City time, on the next succeeding Business DayExpiration Date, if it will become void and neither the Expiration Date is a Nonbusiness Day)Warrantholder nor any other person will have any rights under this Warrant.
(a) To exercise this Warrant, and (b) delivery of payment in whole or in part, the Warrantholder must surrender this Warrant, with the Subscription Form attached hereto duly executed, to the Corporation, for Company at its principal office accompanied by a certified or official bank check payable to the account order of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, of Company in an amount equal to the Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money of the United States of America. The Corporation agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on to which this Warrant shall have been surrendered is being exercised.
(b) When the Company receives this Warrant with the Subscription Form duly executed and accompanied by payment made of the full Exercise Price for the Warrant Shares as aforesaid. Certificates for to which this Warrant is being exercised, the Company will enter the name of the Warrantholder on the Company's register of members in respect of the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicableand will issue certificates, and in any event within ten (10) Business Days, thereafter. The certificate or certificates so delivered shall be issued registered in the name of the Warrantholder oror such other names as are designated by the Warrantholder, representing the total number of Series A Preferred Shares (and other securities, if permitted any) as to which this Warrant is being exercised, in such denominations as are requested by subsection 2.5 the Warrantholder, and in accordance the Company will deliver those certificates to the Warrantholder, within a reasonable period of time, not exceeding fifteen (15) days after the rights represented by this Warrant shall have been exercised.
(c) If the Warrantholder exercises this Warrant with respect to fewer than all the Warrant Shares to which it relates, the Company will execute a new Warrant (with terms and conditions identical, mutatis mutandis, with the provisions thereofterms and conditions hereof) for the balance of the Warrant Shares that may be purchased upon exercise of this Warrant and deliver that new Warrant to the Warrantholder.
(d) The Company will pay any taxes that may be payable in respect of the issuance of the Warrant Shares or in respect of the issuance of a new Warrant if this Warrant is exercised as to fewer than all the Warrant Shares to which it relates. The Company will not, such however, be required to pay any transfer tax which becomes payable because Warrant Shares or a new Warrant are to be registered in a name other name as shall be designated in than that of the Exercise Form, subject to subsection 2.4Warrantholder, and shall the Company will not be subject required to issue any Warrant Shares or to issue a new Warrant registered in a name other than that of the restrictions on Warrantholder until the Company receives either (i) evidence reasonably satisfactory to it that any applicable transfer and bear the legend specified in subsection 2.taxes have been paid, or (ii) sufficient funds with which to pay such transfer taxes. 3 ARTICLE III
Appears in 1 contract
Duration and Exercise of Warrant. (a) The rights represented by Subject to the terms and conditions set forth herein, this Warrant may be exercised exercised, in whole or in part, by the Warrantholder of record, in whole, or from time to time in part by the by:
(a) the surrender of this WarrantWarrant to the Company, accompanied by the with a duly executed Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Corporation at the office of the Corporation located at 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xx Xxxx, Xxxxxxxxxx 00000 (or such other office or agency of the Corporation as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Corporation) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized Day prior to close in the City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles time, on any Exercise Commencement Date but not later than the close of business on the Expiration Date (or the close of business on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day)Date, and (b) the delivery of payment to the Corporation, for the account of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, Company of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money the form of cash or certified or bank check payable to the order of the United States Company; or
(b) if at any time after the initial effectiveness of Americathe Registration Statement (as defined below), there is not an effective Registration Statement covering the Warrant Shares at the time of exercise, in lieu of any cash payment, the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day prior to the Expiration Date, in exchange for the number of shares of Common Stock computed by using the following formula: X=Y (A -B) A Where X = the number of shares of Common Stock to be issued to the Warrantholder pursuant to the net exercise. Y = the number of shares of Common Stock subject to the Warrant being exercised or, if only a portion of such Warrant is being exercised, the portion of such Warrant being canceled (at the time of such calculation). A = the Weighted Average Price of one share of Common Stock (at the date of such calculation). B = the Exercise Price (as adjusted to the date of such calculation). The Corporation Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. Certificates Notwithstanding the foregoing, no such surrender shall be effective to constitute the Person entitled to receive such shares as the record holder thereof while the transfer books of the Company for the Common Stock are closed for any purpose (but not for any period in excess of five (5) days); but any such surrender of this Warrant Shares specified in for exercise during any period while such books are so closed shall become effective for exercise immediately upon the reopening of such books, as if the exercise had been made on the date this Warrant was surrendered and for the number of shares of Common Stock and at the Exercise Form Price in effect at the date of such surrender. This Warrant and all rights and options hereunder shall be delivered to expire on the Warrantholder as promptly as practicable, and in any event within ten (10) Business Days, thereafter. The certificate or certificates so delivered shall be issued in the name of the Warrantholder or, if permitted by subsection 2.5 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form, subject to subsection 2.4Expiration Date, and shall be subject wholly null and void and of no value to the restrictions extent this Warrant is not exercised before it expires. The delivery by (or on transfer behalf of) the Warrantholder of the Exercise Form and bear the legend specified applicable Exercise Price as provided above shall constitute the Warrantholder's certification to the Company that it is an “accredited investor,” as such term is defined in subsection 2Rule 501(a) under the Securities Act, as of the exercise date.
Appears in 1 contract
Samples: Warrant Agreement (ITUS Corp)
Duration and Exercise of Warrant. (a) The rights represented by Subject to the terms and conditions set forth herein, this Warrant may be exercised exercised, in whole or in part, by the Warrantholder of record, in whole, or from time to time in part by the by:
(a) the surrender of this WarrantWarrant to the Company, accompanied by the with a duly executed Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Corporation at the office of the Corporation located at 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xx Xxxx, Xxxxxxxxxx 00000 (or such other office or agency of the Corporation as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Corporation) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized Day prior to close in the City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles time, on any Exercise Commencement Date but not later than the close of business on the Expiration Date (or the close of business on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and Date; and
(b) the delivery of payment to the CorporationCompany, for the account of the CorporationCompany, by cash, by wire transfer, certified or official bank cashier's check or any other means approved by wire transferthe Company, of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money of the United States of America. In addition to and without limiting the rights of the Warrantholder under the terms hereof, the Warrantholder shall have the right, in exercising this Warrant in whole or in part at any time or from time to time in accordance with its terms, to deliver to the Company, in lieu of a payment by cash, wire transfer, certified or official bank check or any other means approved by the Company, written notice that the Warrantholder elects to apply the Exercise Price against the outstanding principal balance of the Note executed by the Company payable to the Warrantholder. The Corporation credit of the Exercise Price against the Note shall in all respects be deemed to constitute payment in full of such Exercise Price. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. Certificates Notwithstanding the foregoing, no such surrender shall be effective to constitute the Person entitled to receive such shares as the record holder thereof while the transfer books of the Company for the Common Stock are closed for any purpose (but not for any period in excess of five Business Days); but any such surrender of this Warrant Shares specified in for exercise during any period while such books are so closed shall become effective for exercise immediately upon the reopening of such books, as if the exercise had been made on the date this Warrant was surrendered and for the number of shares of Common Stock and at the Exercise Form shall be delivered to Price in effect at the Warrantholder as promptly as practicable, and in any event within ten (10) Business Days, thereafter. The certificate or certificates so delivered shall be issued in the name date of the Warrantholder or, if permitted by subsection 2.5 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form, subject to subsection 2.4, and shall be subject to the restrictions on transfer and bear the legend specified in subsection 2surrender.
Appears in 1 contract
Duration and Exercise of Warrant. (a) The rights represented by Subject to the terms and conditions set forth herein, this Warrant may be exercised exercised, in whole or in part, by the Warrantholder of record, in whole, or from time to time in part by the by:
(a) the surrender of this WarrantWarrant to the Company, accompanied by the with a duly executed Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Corporation at the office of the Corporation located at 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xx Xxxx, Xxxxxxxxxx 00000 (or such other office or agency of the Corporation as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Corporation) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized Day prior to close in the City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles time, on any Exercise Commencement Date but not later than the close of business on the Expiration Date (or the close of business on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and Date; and
(b) the delivery of payment to the Corporation, for the account of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, Company of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money the form of cash or certified or bank check payable to the order of the United States of AmericaCompany. The Corporation Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. Certificates Notwithstanding the foregoing, no such surrender shall be effective to constitute the person entitled to receive such shares as the record holder thereof while the transfer books of the Company for the Common Stock are closed for any purpose (but not for any period in excess of five days); but any such surrender of this Warrant Shares specified in for exercise during any period while such books are so closed shall become effective for exercise immediately upon the reopening of such books, as if the exercise had been made on the date this Warrant was surrendered and for the number of shares of Common Stock and at the Exercise Form Price in effect at the date of such surrender. This Warrant and all rights and options hereunder shall be delivered to expire on the Warrantholder as promptly as practicable, and in any event within ten (10) Business Days, thereafter. The certificate or certificates so delivered shall be issued in the name of the Warrantholder or, if permitted by subsection 2.5 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form, subject to subsection 2.4Expiration Date, and shall be subject wholly null and void and of no value to the restrictions extent this Warrant is not exercised before it expires. The delivery by (or on transfer behalf of) the Warrantholder of the Exercise Form and bear the legend specified applicable Exercise Price as provided above shall constitute the Warrantholder’s certification to the Company that its representations contained in subsection 2Section 5 of the Subscription Agreement are true and correct as of the Exercise Date as if remade in their entirety (or, in the case of any transferee Warrantholder that is not a party to the Subscription Agreement, such transferee Warrantholder’s certification to the Company that such representations are true and correct as to such assignee Warrantholder as of the Exercise Date).
Appears in 1 contract
Samples: Warrant Agreement (Copytele Inc)
Duration and Exercise of Warrant. (a) The rights represented by Section 2.01. Subject to provisions of Section 4.01 hereof, this Warrant may be exercised by the Warrantholder of record, in whole, or from at any time to time in part by the (a) surrender of this Warrant, accompanied by the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Corporation at the office of the Corporation located at 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xx Xxxx, Xxxxxxxxxx 00000 (or such other office or agency of the Corporation as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Corporation) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles New York time, on any Exercise Commencement Date but November 1, 1995, and before 5:00 P.M., New York time, on October 31, 2000 (or, if such day is not later than a Business Day, at or before 5:00 P.M., New York time, on the close of business next following Business Day). If this Warrant is not exercised at or before 5:00 P.M., New York time, on the Expiration Date (or the close of business on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day)it shall become void, and all rights hereunder shall thereupon cease.
(b1) delivery The Warrant Holder may exercise this Warrant, in whole or in part, upon surrender of payment this Warrant with the Subscription Form hereon duly executed, to the CorporationCompany at its corporate office at 000 Xxxxxx Xxxxxx, for Xxxxxx Xxxx, Xxx Xxxxxx 00000, together with the account of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, of the Exercise full Warrant Price for the number each share of Warrant Shares specified in the Exercise Form Common Stock to be purchased in lawful money of the United States, or by certified check, bank draft or postal or express money order payable in United States Dollars to the order of America. The Corporation agrees that such the Company and upon compliance with and subject to the conditions set forth herein.
(2) Upon receipt of this Warrant Shares shall be deemed with the Subscription Form duly executed and accompanied by payment of the aggregate Warrant Price for the shares of Common Stock for which this Warrant is then being exercised, the Company will cause to be issued to certificates for the Warrantholder as the record holder total number of such Warrant Shares as whole shares of the close of business on the date on Common Stock for which this Warrant is being exercised in such denominations as are required for delivery to the Warrant Holder, and the Company shall have been surrendered and payment made thereupon deliver such certificates to the Warrant Holder.
(3) In case the Warrant Holder shall exercise this Warrant with respect to less than all of the shares of Common Stock that may be purchased under this Warrant, the Company will execute a new Warrant for the balance of the shares of Common Stock that may be purchased upon exercise of this Warrant Shares as aforesaid. Certificates for and deliver such new Warrant to the Warrant Shares specified Holder. The Company shall not be required to issue any fraction of a share in connection with the Exercise Form shall be delivered to the Warrantholder as promptly as practicableexercise of this Warrant, and in any event within ten (10) Business Dayscase where the Warrant Holder would, thereafterexcept for the provisions of this Section 4.04, be entitled under the terms of this Warrant to receive a fraction of a share upon the exercise of this Warrant, the Company shall, upon the exercise of this Warrant and receipt of the Warrant Price, issue the largest number of whole shares purchasable upon exercise of this Warrant. The certificate Company shall not be required to make any cash or certificates so delivered shall other adjustment in respect of such fraction of a share to which the Warrant Holder would otherwise be issued in entitled. The Warrant Holder, by the name acceptance of the Warrantholder orWarrant, if permitted by subsection 2.5 expressly waives his right to receive a certificate of any fraction of a share or a fractional Warrant upon exercise hereof.
(4) The Company covenants and agrees that it will pay when due and payable any and all taxes which may be payable in accordance with respect of the provisions thereofissue of this Warrant, such or the issue of any Warrant Shares upon the exercise of this Warrant. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in issuance or delivery of this Warrant or Warrant Shares in a name other name as shall be designated in than that of the Exercise Form, subject to subsection 2.4Warrant Holder at the time of surrender, and until the payment of such tax, shall not be subject required to the restrictions on transfer and bear the legend specified in subsection 2issue such Warrant Shares.
Appears in 1 contract
Duration and Exercise of Warrant. Section 2.1. This Warrant may be exercised at any time after 9:00 A.M., Eastern time, on December 27, 2007 (the “Exercise Date”) and before 5:00 P.M., Eastern time, on the Expiration Date.
(a) The rights represented by Holder may exercise this Warrant may be exercised by the Warrantholder of record, in whole, whole or from time to time in part (but not in denominations of fewer than 5,000 Warrant Shares except upon an exercise of the Warrant with respect to the remaining balance of Warrant Shares purchasable hereunder at the time of exercise) by the (a) surrender of this Warrant, accompanied by with the Exercise Purchase Form annexed hereto (the "Exercise Form"attached hereto) duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchasedexecuted, to the Corporation Company at its corporate office, together with the office applicable Purchase Price of the Corporation located at 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xx Xxxx, Xxxxxxxxxx 00000 (or such other office or agency of the Corporation as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Corporation) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles time, on any Exercise Commencement Date but not later than the close of business on the Expiration Date (or the close of business on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and (b) delivery of payment to the Corporation, for the account of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, of the Exercise Price for the number of each Warrant Shares specified in the Exercise Form Share being purchased in lawful money of the United States, or by certified check or official bank check payable in United States dollars to the order of America. The Corporation agrees that such the Company, subject to compliance with all the other conditions set forth in this Warrant.
(b) Upon receipt of this Warrant Shares with the Purchase Form duly executed and accompanied by payment of the aggregate Purchase Price for the shares of Common Stock for which this Warrant is being exercised, the Company shall be deemed cause to be issued to certificates for the Warrantholder total number of whole shares (as the record holder provided in Section 3.2) of such Warrant Shares as of the close of business on the date on Common Stock for which this Warrant shall have been surrendered and payment made for is being exercised in such denominations as the Warrant Shares as aforesaid. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicableHolder may request, and in any event within ten (10) Business Days, thereafter. The certificate or certificates so delivered shall be issued each registered in the name of the Warrantholder or, if permitted by subsection 2.5 and in accordance with the provisions thereof, Holder or such other name as shall may be designated in by the Exercise Form, subject to subsection 2.4Holder, and shall be subject thereafter the Company will promptly deliver, at its sole cost and expense, those certificates to the restrictions on transfer Holder, together with any other securities or property to which the Holder is entitled upon such exercise.
(c) If the Holder exercises this Warrant with respect to fewer than all the shares of Common Stock that may be purchased by exercise of this Warrant, the Company will execute a new Warrant for the balance of the shares of Common Stock that may be purchased by exercise of this Warrant and bear deliver that new Warrant to the legend specified in subsection 2Holder.
Appears in 1 contract
Samples: Warrant Agreement (Neoprobe Corp)
Duration and Exercise of Warrant. Section 2.1. This Warrant may be exercised at any time after 9:00 A.M., Eastern time, on July 3, 2007 (the “Exercise Date”) and before 5:00 P.M., Eastern time, on the Expiration Date.
(a) The rights represented by Holder may exercise this Warrant may be exercised by the Warrantholder of record, in whole, whole or from time to time in part (but not in denominations of fewer than 5,000 Warrant Shares except upon an exercise of the Warrant with respect to the remaining balance of Warrant Shares purchasable hereunder at the time of exercise) by the (a) surrender of this Warrant, accompanied by with the Exercise Purchase Form annexed hereto (the "Exercise Form"attached hereto) duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchasedexecuted, to the Corporation Company at its corporate office, together with the office applicable Purchase Price of the Corporation located at 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xx Xxxx, Xxxxxxxxxx 00000 (or such other office or agency of the Corporation as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Corporation) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles time, on any Exercise Commencement Date but not later than the close of business on the Expiration Date (or the close of business on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and (b) delivery of payment to the Corporation, for the account of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, of the Exercise Price for the number of each Warrant Shares specified in the Exercise Form Share being purchased in lawful money of the United States, or by certified check or official bank check payable in United States dollars to the order of America. The Corporation agrees that such the Company, subject to compliance with all the other conditions set forth in this Warrant.
(b) Upon receipt of this Warrant Shares with the Purchase Form duly executed and accompanied by payment of the aggregate Purchase Price for the shares of Common Stock for which this Warrant is being exercised, the Company shall be deemed cause to be issued to certificates for the Warrantholder total number of whole shares (as the record holder provided in Section 3.2) of such Warrant Shares as of the close of business on the date on Common Stock for which this Warrant shall have been surrendered and payment made for is being exercised in such denominations as the Warrant Shares as aforesaid. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicableHolder may request, and in any event within ten (10) Business Days, thereafter. The certificate or certificates so delivered shall be issued each registered in the name of the Warrantholder or, if permitted by subsection 2.5 and in accordance with the provisions thereof, Holder or such other name as shall may be designated in by the Exercise Form, subject to subsection 2.4Holder, and shall be subject thereafter the Company will promptly deliver, at its sole cost and expense, those certificates to the restrictions on transfer Holder, together with any other securities or property to which the Holder is entitled upon such exercise.
(c) If the Holder exercises this Warrant with respect to fewer than all the shares of Common Stock that may be purchased by exercise of this Warrant, the Company will execute a new Warrant for the balance of the shares of Common Stock that may be purchased by exercise of this Warrant and bear deliver that new Warrant to the legend specified in subsection 2Holder.
Appears in 1 contract
Samples: Warrant Agreement (Neoprobe Corp)
Duration and Exercise of Warrant. (a) The rights represented by this Warrant may be exercised by the Warrantholder of record, in whole, or from time to time in part (but covering at least the greater of 1,000 shares or the remaining unexercised portion of this Warrant), by the (a) surrender of this Warrant, accompanied by the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares or Net Warrant Shares to be purchased, to the Corporation Company at the office of the Corporation Company located at 0000 Xxxxxxx XxxxxxxxxOne West Loop Soutx, Xxxxx 000, Xx XxxxXxxxxxx, Xxxxxxxxxx Xxxxx 00000 (or such other office or xx xxxx xxxxx xxxxxx xx agency of the Corporation Company as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the CorporationCompany) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the City of Los Angeles, State of California or on which the Corporation Company is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M.a.m. Houston, Los Angeles time, Texas time on any the Initial Exercise Commencement Date but not later than the close of business 5:00 p.m. on the Expiration Date (or the close of business 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and (b) delivery of payment to the Corporation, for the account of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, Company of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form in lawful money and such documentation as to the identity and authority of the United States of America. The Corporation agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder Company may reasonably request.
(b) Each Warrantholder may (i) pay the Exercise Price in cash, by certified or official bank check payable to the order of such the Company, or (ii) exercise this Warrant for "Net Warrant Shares" or cash in lieu of Net Warrant Shares. The number of Net Warrant Shares will be determined as described by the following formula: Net Warrant Shares = [WS x (MP-EP)]/MP. "WS" is the number of Warrant Shares issuable upon exercise of this Warrant or portion thereof. "MP" is the Market Price of the close Common Stock. "Market Price" shall mean the average of business the closing prices of the Common Stock on the business day immediately preceding the date of the Exercise Form (or other event for which a Market Price is determined) on all domestic exchanges on which this Warrant the Common Stock is then listed, or, if there shall have been surrendered and payment made for no sales on any such exchange on such day, the Warrant Shares as aforesaid. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten (10) Business Days, thereafter. The certificate or certificates so delivered shall be issued in the name average of the Warrantholder highest bid and lowest asked prices on all such exchanges at the end of such day, or, if permitted by subsection 2.5 the Common Stock shall not be so listed, the average of the representative bid and in accordance with the provisions thereof, such other name as shall be designated asked prices quoted in the Exercise FormNASDAQ National Market System as of 3:30 P.M., subject to subsection 2.4New York time, on each such day, or if the Common Stock shall not be quoted in the NASDAQ National Market System, the average of the high and shall be subject to low bid and asked prices on each such day in the restrictions on transfer and bear domestic over-the-counter market as reported by the legend specified in subsection 2.National Quotation Bureau, Incorporated, or any similar successor organization. If at any time the
Appears in 1 contract
Samples: Financial Advisory Agreement (Apple Orthodontix Inc)
Duration and Exercise of Warrant. (a) The rights represented by this Warrant may be exercised by the Warrantholder of record, in whole, whole or from time to time in part part, by the (a) surrender of this Warrant, accompanied by the a completed Exercise Form (the form of which is annexed hereto hereto) (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Corporation Company at the principal office of the Corporation Company located at 0000 Xxxxxxx Xxxxxxxxxin Houston, Xxxxx 000, Xx Xxxx, Xxxxxxxxxx 00000 Texas (or such other office or agency of the Corporation Company as it may designate by written notice to the Warrantholder at the address of such Warrantholder appearing on the books of the CorporationWarrantholder) during normal business hours on any business day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles time, on any Exercise Commencement Date but not later than the close of business 5:00 p.m. on the Expiration Date (or the close of business 5:00 p.m. on the next succeeding Business Daybusiness day, if the Expiration Date falls on a Saturday, Sunday or other day on which the Company is a Nonbusiness Daynot open for business), and (b) delivery of payment a check to the Corporation, for the account order of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, Company in the amount of the Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money and such documentation as to the identity and authority of the United States of AmericaWarrantholder as the Company may reasonably request. The Corporation agrees that such Such Warrant Shares shall be deemed to be issued to the Warrantholder as that is the record holder of such this Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten (10) Business Days, five business days thereafter. The certificate or certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder or, if permitted by subsection 2.5 Section 1.4 hereof and in accordance with the provisions thereof, in such other name as shall be designated in the Exercise Form. If this Warrant shall have been exercised only in part, subject the Company shall, at the time of delivery of the certificates representing the Warrant Shares, deliver to subsection 2.4the Warrantholder a new Warrant evidencing the right to purchase the remaining Warrant Shares, and which new Warrant shall in all other respects be identical to this Warrant. No adjustments or payments shall be subject made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock as of any date prior to the restrictions on transfer and bear date as of which the legend specified in subsection 2Warrantholder shall be deemed to be the record holder of such Warrant Shares.
Appears in 1 contract
Samples: Warrant Agreement (U S Liquids Inc)
Duration and Exercise of Warrant. Section 2.1. This Warrant may be exercised at any time after 9:00 A.M., Eastern time, on March 8, 2004 (the "EXERCISE DATE") and before 5:00 P.M., Eastern time, on the Expiration Date.
(a) The rights represented by Holder may exercise this Warrant may be exercised by the Warrantholder of record, in whole, whole or from time to time in part (but not in denominations of fewer than 5,000 Warrant Shares except upon an exercise of the Warrant with respect to the remaining balance of Warrant Shares purchasable hereunder at the time of exercise) by the (a) surrender of this Warrant, accompanied by with the Exercise Purchase Form annexed hereto (the "Exercise Form"attached hereto) duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchasedexecuted, to the Corporation Company at its corporate office, together with the office applicable Purchase Price of the Corporation located at 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xx Xxxx, Xxxxxxxxxx 00000 (or such other office or agency of the Corporation as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Corporation) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles time, on any Exercise Commencement Date but not later than the close of business on the Expiration Date (or the close of business on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and (b) delivery of payment to the Corporation, for the account of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, of the Exercise Price for the number of each Warrant Shares specified in the Exercise Form Share being purchased in lawful money of the United States, or by certified check or official bank check payable in United States dollars to the order of America. The Corporation agrees that such the Company, subject to compliance with all the other conditions set forth in this Warrant.
(b) Upon receipt of this Warrant Shares with the Purchase Form duly executed and accompanied by payment of the aggregate Purchase Price for the shares of Common Stock for which this Warrant is being exercised, the Company shall be deemed cause to be issued to certificates for the Warrantholder total number of whole shares (as the record holder provided in Section 3.2) of such Warrant Shares as of the close of business on the date on Common Stock for which this Warrant shall have been surrendered and payment made for is being exercised in such denominations as the Warrant Shares as aforesaid. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicableHolder may request, and in any event within ten (10) Business Days, thereafter. The certificate or certificates so delivered shall be issued each registered in the name of the Warrantholder or, if permitted by subsection 2.5 and in accordance with the provisions thereof, Holder or such other name as shall may be designated in by the Exercise Form, subject to subsection 2.4Holder, and shall be subject thereafter the Company will promptly deliver, at its sole cost and expense, those certificates to the restrictions on transfer Holder, together with any other securities or property to which the Holder is entitled upon such exercise.
(c) If the Holder exercises this Warrant with respect to fewer than all the shares of Common Stock that may be purchased by exercise of this Warrant, the Company will execute a new Warrant for the balance of the shares of Common Stock that may be purchased by exercise of this Warrant and bear deliver that new Warrant to the legend specified in subsection 2Holder.
Appears in 1 contract
Samples: Warrant Agreement (Neoprobe Corp)
Duration and Exercise of Warrant. Section 2.1. This Warrant may be exercised at any time after 9:00 A.M., Eastern time on the Exercise Date, and before 5:00 P.M., Eastern time, on the Expiration Date.
(a) The rights represented by Holder may exercise this Warrant may be exercised by the Warrantholder of record, in whole, whole or from time to time in part (but not in denominations of fewer than 1,000 Warrant Shares except upon an exercise of the Warrant with respect to the remaining balance of Warrant Shares purchasable hereunder at the time of exercise) by the (a) surrender of this Warrant, accompanied by with the Exercise Purchase Form annexed hereto (the "Exercise Form"attached hereto) duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchasedexecuted, to the Corporation Company at its corporate office in Pompano Beach, Florida, together with the office applicable Purchase Price of the Corporation located at 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xx Xxxx, Xxxxxxxxxx 00000 (or such other office or agency of the Corporation as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Corporation) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles time, on any Exercise Commencement Date but not later than the close of business on the Expiration Date (or the close of business on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and (b) delivery of payment to the Corporation, for the account of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, of the Exercise Price for the number of each Warrant Shares specified in the Exercise Form Share being purchased in lawful money of the United States, or by certified check or official bank check payable in United States dollars to the order of America. The Corporation agrees that such the Company, subject to compliance with all the other conditions set forth in this Warrant.
(b) Upon receipt of this Warrant Shares with the Purchase Form duly executed and accompanied by payment of the aggregate Purchase Price for the shares of Common Stock for which this Warrant is being exercised, the Company shall be deemed cause to be issued to certificates for the Warrantholder total number of whole shares (as the record holder provided in Section 3.2) of such Warrant Shares as of the close of business on the date on Common Stock for which this Warrant shall have been surrendered is being exercised in such denominations as are required for delivery to the Holder, and the Company will promptly deliver those certificates to the Holder.
(c) If the Holder exercises this Warrant with respect to fewer than all the shares of Common Stock that may be purchased by exercise of this Warrant, the Company will execute a new Warrant for the balance of the shares of Common Stock that may be purchased by exercise of this Warrant and deliver that new Warrant to the Holder.
(d) The Company covenants and agrees that it will pay when due any and all taxes which may be payable in respect of the issue of this Warrant, or the issue of any Warrant Shares upon the exercise of this Warrant other than income or similar taxes of any kind imposed upon the Holder of this Warrant. The Company will not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of this Warrant or of Warrant Shares in a name other than that of the Holder at the time of surrender, and until the payment made for of any such tax, the Company will not be required to transfer this Warrant or issue the Warrant Shares as aforesaid. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten (10) Business Days, thereafter. The certificate or certificates so delivered shall be issued in the name of the Warrantholder or, if permitted by subsection 2.5 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form, subject to subsection 2.4, and shall be which are subject to the restrictions on transfer and bear the legend specified in subsection 2tax.
Appears in 1 contract
Samples: 5% Convertible Debenture Purchase Agreement (Hirel Holdings Inc)
Duration and Exercise of Warrant. SECTION 2.1 This Warrant may be exercised at any time after 9:00 A.M., Eastern time on the Issue Date, and before 5:00 P.M., Eastern time, on the Expiration Date.
(a) The rights represented by Holder may exercise this Warrant may be exercised by the Warrantholder of record, in whole, whole or from time to time in part (but not in denominations of fewer than 5,000 Warrant Shares except upon an exercise of the Warrant with respect to the remaining balance of Warrant Shares purchasable hereunder at the time of exercise) by the (a) surrender of this Warrant, accompanied by with the Exercise Purchase Form annexed hereto (the "Exercise Form"attached hereto) duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchasedexecuted, to the Corporation Company at its corporate office in Phoenix, Arizona, together with the office applicable Purchase Price of the Corporation located at 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xx Xxxx, Xxxxxxxxxx 00000 (or such other office or agency of the Corporation as it may designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Corporation) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") on or after 9:00 A.M., Los Angeles time, on any Exercise Commencement Date but not later than the close of business on the Expiration Date (or the close of business on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and (b) delivery of payment to the Corporation, for the account of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, of the Exercise Price for the number of each Warrant Shares specified in the Exercise Form Share being purchased in lawful money of the United States, or by certified check or official bank check payable in United States dollars to the order of America. The Corporation agrees that such the Company, subject to compliance with all the other conditions set forth in this Warrant.
(b) Upon receipt of this Warrant Shares with the Purchase Form duly executed and accompanied by payment of the aggregate Purchase Price for the shares of Common Stock for which this Warrant is being exercised, the Company shall be deemed cause to be issued to certificates for the Warrantholder total number of whole shares (as the record holder provided in Section 3.2 hereof) of such Warrant Shares as of the close of business on the date on Common Stock for which this Warrant shall have been surrendered is being exercised in such denominations as are required for delivery to the Holder, and the Company will promptly deliver those certificates to the Holder.
(c) If the Holder exercises this Warrant with respect to fewer than all the shares of Common Stock that may be purchased by exercise of this Warrant, the Company will execute a new Warrant for the balance of the shares of Common Stock that may be purchased by exercise of this Warrant and deliver that new Warrant to the Holder.
(d) The Company covenants and agrees that it will pay when due any and all taxes which may be payable in respect of the issue of this Warrant, or the issue of any Warrant Shares upon the exercise of this Warrant other than income or similar taxes of any kind imposed upon the Holder of this Warrant. The Company will not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of this Warrant or of Warrant Shares in a name other than that of the Holder at the time of surrender, and until the payment made for of any such tax, the Company will not be required to transfer this Warrant or issue the Warrant Shares as aforesaid. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten (10) Business Days, thereafter. The certificate or certificates so delivered shall be issued in the name of the Warrantholder or, if permitted by subsection 2.5 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form, subject to subsection 2.4, and shall be which are subject to the restrictions on transfer and bear the legend specified in subsection 2tax.
Appears in 1 contract
