Duration and Exercise of Warrants. (a) The Warrants shall expire at 5:00 p.m. E.S.T. on August 2, 2001 which is the fifth anniversary of the issue date of the Warrants by the Company (such expiration date hereafter referred to as the "Expiration Date"). The Company may, in its sole discretion, extend the Expiration Date upon notice thereof to the Warrant Agent. Each Warrant may be exercised on any business day prior to the close of business on the Expiration Date by delivery of the Warrant to the Warrant Agent no later than the Expiration Date and by satisfaction of the other terms and conditions as set forth herein. (b) No fractional shares shall be issued upon surrender of a Warrant for exercise but, in lieu of fractional shares, the Company shall pay to the registered holder of a surrendered Warrant, as soon as practicable after the date of surrender, an amount in cash obtained by multiplying the current market value of a share by the fraction of the share to which such Warrant relates. The current market value of a share shall be (i) if the common stock is listed on a national securities exchange or admitted to unlisted trading privileges on such an exchange, the last reported sale price of a share of common stock on such exchange on the last business day prior to the date of the exercise of the Warrant or if no such sale is made on such day, the average of the closing bid and asked prices of a share on such exchange; (ii) if the common stock is included on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the last sale price reported by NASDAQ on the last business day prior to the date of exercise of the Warrant or if last sale prices of the common stock are not so reported, the average of the closing bid and asked prices of a share for such day reported by NASDAQ; (iii) if the common stock is not listed or admitted to unlisted trading privileges on an exchange, or included on NASDAQ, the average of the highest reported bid and lowest reported asked prices of a share as furnished by the National Quotation Bureau on the last business day prior to the date of exercise of the Warrant; or (iv) in all other cases, an amount determined in such reasonable manner as may be prescribed by the Board of Directors of the Company. (c) Subject to the provisions of this Agreement, including Section 6(e) and 12 hereof, the holder of a Warrant shall have the right to purchase from the Company (and the Company shall issue and sell to that holder) the number of fully paid and nonassessable shares set forth in the Warrant at the exercise price of $5.12 per share (the "Exercise Price") (the number of shares and Exercise Price being subject to adjustment as provided in this Section 6(c) and in Section 12 hereof) upon the surrender of that Warrant to the Warrant Agent on any business day prior to the close of business on the Expiration Date, at the Warrant Agent's Office described in Paragraph 17, with the form of election to purchase on the reserve thereof duly filled in and signed, and payment of the Exercise Price in lawful money of the United States of America by certified check payable to the Company. The Warrants shall be so exercisable at any time prior to the close of business on the Expiration Date, at the election of the registered holder thereof, either an entirety or from time to time in part. In the event that fewer than all the shares purchasable upon the exercise of a Warrant are purchased at any time prior to the close of business on the Expiration Date, a new Warrant will be issued for the remaining number of shares purchasable upon the
Appears in 1 contract
Duration and Exercise of Warrants. (a) The Warrants shall may be exercised at any time on or after the date of their issuance and, subject to earlier expiration pursuant to Section 10, will expire at 5:00 p.m. E.S.T. p.m., New York time, on August 2, 2001 which is the fifth anniversary of the issue date of the Warrants by the Company hereof (such expiration date hereafter referred to as the "Expiration Date"). The Company may, in its sole discretion, extend Upon the Expiration Date upon notice thereof to Date, all rights evidenced by the Warrant Agent. Each Warrant may be exercised on any business day prior to Warrants shall terminate and the close of business on the Expiration Date by delivery of the Warrant to the Warrant Agent no later than the Expiration Date and by satisfaction of the other terms and conditions as set forth hereinWarrants shall become void.
(b) No fractional shares shall be issued upon surrender of a Warrant for exercise but, in lieu of fractional shares, the Company shall pay to the registered holder of a surrendered Warrant, as soon as practicable after the date of surrender, an amount in cash obtained by multiplying the current market value of a share by the fraction of the share to which such Warrant relates. The current market value of a share shall be (i) if the common stock is listed on a national securities exchange or admitted to unlisted trading privileges on such an exchange, the last reported sale price of a share of common stock on such exchange on the last business day prior to the date of the exercise of the Warrant or if no such sale is made on such day, the average of the closing bid and asked prices of a share on such exchange; (ii) if the common stock is included on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the last sale price reported by NASDAQ on the last business day prior to the date of exercise of the Warrant or if last sale prices of the common stock are not so reported, the average of the closing bid and asked prices of a share for such day reported by NASDAQ; (iii) if the common stock is not listed or admitted to unlisted trading privileges on an exchange, or included on NASDAQ, the average of the highest reported bid and lowest reported asked prices of a share as furnished by the National Quotation Bureau on the last business day prior to the date of exercise of the Warrant; or (iv) in all other cases, an amount determined in such reasonable manner as may be prescribed by the Board of Directors of the Company.
(c) Subject to the provisions of this Agreement, including Section 6(e) and 12 hereof, the registered holder of a each Warrant shall have the right to purchase from the Company (and the Company shall issue and sell to that such registered holder) the number of one fully paid and nonassessable shares set forth Warrant Share (or such number of Warrant Shares as may result from adjustments made from time to time as provided in the Warrant this Agreement), at the exercise price of $5.12 per share (the "Exercise Price") (the number of shares and Exercise Price being subject to adjustment as provided in this Section 6(c) and in Section 12 hereof) upon the surrender of that Warrant to the Warrant Agent on any business day prior to the close of business on the Expiration Date, at the Warrant Agent's Office described in Paragraph 17, with the form of election to purchase on the reserve thereof duly filled in and signed, and payment of the Exercise Price Share in lawful money of the United States of America (such exercise price per Warrant Share, as adjusted from time to time as provided herein, being referred to herein as the "Exercise Price"), upon (i) surrender of the Warrant Certificates to the Company, and (ii) payment, in lawful money of the United States of America, of the Exercise Price for the Warrant Share or Warrant Shares in respect of which such Warrant is then exercised. The Warrants may be exercised for all or some of the Warrant Shares. The number of shares for which the warrants will be exercisable in the aggregate will be equal to $200,000 divided by the "Normalized Share Price" defined below. The Exercise Price will be initially set equal to the Normalized Share Price. The Normalized Share Price will be set equal to the average closing price of the common stock for the 45 trading days commencing 45 calendar days following the Effective Date of the Reorganization Plan. The Exercise Price payable upon exercise of Warrants may at the option of the holder be paid in cash, certified check or money order payable to the order of the Company. Except as provided in Section 8 hereof, no adjustment shall be made for any dividends on any share of Common Stock issuable upon exercise of a Warrant. Upon surrender of a Warrant Certificate, and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrant and in such name or names and in such per share amounts as such registered holder may reasonably designate, a certificate or certificates for the number of Warrant Shares so purchased upon the exercise of such Warrant, together with cash in respect of any fraction of a Warrant Share issuable upon such surrender.
(c) Each person in whose name any certificate for Warrant Shares is issued upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record of the Warrant Shares represented thereby, and such certificate shall be dated the date upon which the Warrant Certificate evidencing such Warrants was duly surrendered and payment of the Exercise Price (and any applicable transfer taxes pursuant to Section 4 hereof) was made; PROVIDED, HOWEVER, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such Warrant Shares on, and such certificate shall be dated, the next succeeding business day on which the Common Stock transfer books of the Company are open.
3.2 The Warrants evidenced by a Warrant Certificate shall be so exercisable at any time prior to the close of business on the Expiration Dateexercisable, at the election of the registered holder thereof, either as an entirety or from time to time for only part of the number of Warrants specified in partthe Warrant Certificate. In the event that fewer less than all of the shares purchasable upon the exercise of Warrants represented by a Warrant Certificate are purchased at any time prior to the close of business exercised before 5:00 p.m., New York time, on the Expiration Date, a new Warrant Certificate, duly executed by the company, will be issued for the remaining number of Warrants exercisable pursuant to the Warrant Certificate so surrendered.
3.3 No fractional shares purchasable of Common Stock shall be issued to any holder in connection with the exercise of a Warrant. Instead of any fractional shares of Common Stock that would otherwise be issuable to such holder, the Company will pay to such holder a cash adjustment in respect of such fractional interest in an amount equal to that fractional interest of the then current Closing Price per share of Common Stock.
3.4 The number of Warrant Shares to be received upon thethe exercise of a Warrant and the price to be paid for a Warrant Share are subject to adjustment from time to time as hereinafter set forth.
Appears in 1 contract
Duration and Exercise of Warrants. (a) The Warrants shall expire at 5:00 p.m. E.S.T. on August 2December 31, 2001 which is the fifth anniversary of the issue date of the Warrants by the Company 1999 (such expiration date hereafter referred to as the "Expiration Date"). The Company may, in its sole discretion, extend the Expiration Date upon notice thereof to the Warrant Agent. Each Warrant may be exercised on any business day prior to the close of business on the Expiration Date by delivery of the Warrant to the Warrant Agent no later than the Expiration Date and by satisfaction of the other terms and conditions as set forth herein.
(b) No fractional shares shall be issued upon surrender of a Warrant for exercise but, in lieu of fractional shares, the Company shall pay to the registered holder of a surrendered Warrant, as soon as practicable after the date of surrender, an amount in cash obtained by multiplying the current market value of a share by the fraction of the share to which such Warrant relates. The current market value of a share shall be (i) if the common stock is listed on a national securities exchange or admitted to unlisted trading privileges on such an exchange, the last reported sale price of a share of common stock on such exchange on the last business day prior to the date of the exercise of the Warrant or if no such sale is made on such day, the average of the closing bid and asked prices of a share on such exchange; (ii) if the common stock is included on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the last sale price reported by NASDAQ on the last business day prior to the date of exercise of the Warrant or if last sale prices of the common stock are not so reported, the average of the closing bid and asked prices of a share for such day reported by NASDAQ; (iii) if the common stock is not listed or admitted to unlisted trading privileges on an exchange, or included on NASDAQ, the average of the highest reported bid and lowest reported asked prices of a share as furnished by the National Quotation Bureau on the last business day prior to the date of exercise of the Warrant; or (iv) in all other cases, an amount determined in such reasonable manner as may be prescribed by the Board of Directors of the Company.the
(c) Subject to the provisions of this Agreement, including Section Sections 6(e) and 12 11 hereof, the holder of a Warrant shall have the right to purchase from the Company (and the Company shall issue and sell to that holder) the number of fully paid and nonassessable shares set forth in the Warrant at the exercise price of $5.12 1.75 per share (the "Exercise Price") (the number of shares and Exercise Price being subject to adjustment as provided in this Section 6(c) and in Section 12 11 hereof) upon the surrender of that Warrant to the Warrant Agent on any business day prior to the close of business on the Expiration Date, at the Warrant Agent's Office described in Paragraph 17paragraph 16, with the form of election to purchase on the reserve reverse thereof duly filled in and signed, and payment of the Exercise Price in lawful money of the United States of America by certified check payable to the Company. The Warrants shall be so exercisable at any time prior to the close of business on the Expiration Date, at the election of the registered holder thereof, either as an entirety or from time to time in part. In the event that fewer than all the shares purchasable upon the exercise of a Warrant are purchased at any time prior to the close of business on the Expiration Date, a new Warrant will be issued for the remaining number of shares purchasable upon thethe exercise of the Warrant so surrendered. No adjustments shall be made for any cash dividends on shares issuable on the exercise of a Warrant. The Company may in its sole discretion, reduce the Exercise Price upon notice thereof to the Warrant Agent.
(d) Subject to Section 7 hereof, upon surrender of a Warrant and receipt of payment of the Exercise Price, the Warrant Agent shall requisition from the transfer agent for the common stock, for issuance and delivery to or upon the written order of the registered holder of that Warrant and in such name or names as the registered holder may designate, the shares issuable upon exercise. Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of those shares as of the date of the surrender of a Warrant and payment of the appropriate Exercise Price. The Warrant Agent is hereby authorized to countersign and deliver, in accordance with the provisions of Section 3 hereof, any Warrant required pursuant to the provisions of this Section 6.
(e) The Company represents and warrants to the Warrant Agent that it has agreed to register with the Securities and Exchange Commission (the "SEC"), at its sole expense, the shares of Common Stock issuable upon the exercise of the Warrants. The Company agrees that, from and after the Registration Date (A) so long as any unexpired Warrants remain outstanding the Company will (i) file such post-effective amendments to the Registration Statement, and provide such supplements to the Prospectus included in the Registration Statement, as may be necessary to keep the Registration Statement in effect and to permit it to deliver to each person exercising a Warrant a Prospectus meeting the requirements of Section 10(a) of the Act and otherwise complying therewith, and will deliver such a Prospectus to each such person, and (ii) take such other action in each state in which the Warrants were publicly offered for sale by the Company as from time to time may be required under the securities laws of such state to permit the Shares issuable upon exercise of the Warrants to be lawfully issued and sold in such state upon exercise of the Warrants; and (B) it will furnish to the Warrant Agent, upon request, an opinion of counsel to the effect that the Registration Statement is then in effect and that the Prospectus complies as to form in all material respects (except as to financial statements as to which such counsel need express no opinion) with the requirements of the Act and the rules and regulations of the SEC thereunder. The Company may authorize the Warrant Agent to suspend the exercise of any of the Warrants during such period as is necessary to obtain or keep effective any registration, qualification, or other governmental approval under federal and applicable state securities laws required in connection
Appears in 1 contract
Samples: Warrant Agreement (Halis Inc)
Duration and Exercise of Warrants. (a) The Warrants shall expire at 5:00 p.m. E.S.T. on August 2________, 2001 2002 which is the fifth anniversary of the issue effective date of registration by the Company with the Securities and Exchange Commission (the "SEC") under the Act of the Warrants by and the Company Shares issuable upon the exercise of the Warrants (the "Registration Date") (such expiration date hereafter referred to as the "Expiration Date"). The Company may, in its sole discretion, extend the Expiration Date upon notice thereof to the Warrant Agent. Each Warrant may be exercised on any business day prior to the close of business on the Expiration Date by delivery of the Warrant to the Warrant Agent no later than the Expiration Date and by satisfaction of the other terms and conditions condition as set forth herein.
(b) No fractional shares shall be issued upon surrender of a Warrant for exercise but, in lieu of fractional shares, the Company shall pay to the registered holder of a surrendered Warrant, as soon as practicable after the date of surrender, an amount in cash obtained by multiplying the current market value of a share by the fraction of the share to which such Warrant relates. The current market value of a share shall be (i) if the common stock is listed on a national securities exchange or admitted to unlisted trading privileges on such an exchange, the last reported sale price of a share of common stock on such exchange on the last business day prior to the date of the exercise of the Warrant or if no such sale is made on such day, the average of the closing bid and asked prices of a share on such exchange; (ii) if the common stock is included on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the last sale price reported by NASDAQ on the last business day prior to the date of exercise of the Warrant or if last sale prices of the common stock are not so reported, the average of the closing bid and asked prices of a share for such day reported by NASDAQ; (iii) if iii)if the common stock is not listed or admitted to unlisted trading privileges on an exchange, or included on NASDAQ, the average of the highest reported bid and lowest reported asked prices of a share as furnished by the National Quotation Bureau on the last business day prior to the date of exercise of the Warrant; or (iv) in all other cases, an amount determined in such reasonable manner as may be prescribed by the Board of Directors of the Company.
(c) Subject to the provisions of this Agreement, including Section 6(e) and 12 hereof, the holder of a Warrant shall have the right to purchase from the Company (and the Company shall issue and sell to that holder) the number of fully paid and nonassessable shares set forth in the Warrant at the exercise price of $5.12 3.00 per share (the "Exercise Price") (the number of shares and Exercise Price being subject to adjustment as provided in this Section 6(c) and in Section 12 hereof)) upon the surrender of that Warrant to the Warrant Agent on any business day prior to ro the close of business on the Expiration Date, at the Warrant Agent's Office office described in Paragraph 17, with the form of election to purchase on the reserve thereof duly filled in and signed, and payment of the Exercise Price in lawful money of the United States of America by certified check payable to the Company. The Warrants shall be so exercisable at any time prior to the close of business on the Expiration Date, at the election of the registered holder thereof, either an entirety or from time to time in part. In the event that fewer than all the shares purchasable upon the exercise of a Warrant are purchased at any time prior to the close of business on the Expiration Date, a new Warrant will be issued for the remaining number of shares purchasable upon thethe exercise of the Warrant so surrendered. No adjustments shall be made for any cash dividends on shares issuable on the exercise of a Warrant. The Company may in its sole discretion, reduce the Exercise Price upon notice thereof to the Warrant Agent.
(d) Subject to Section 8 hereof , upon surrender of a Warrant and receipt of payment of the Exercise Price, the Warrant Agent shall requisition from the transfer agent for the common stock, for issuance and delivery to or upon the written order of the registered holder of that Warrant and in such name or names as the registered holder may designate, the shares issuable upon exercise. Shares shall be deemed to have been issued and any persons designated to be named therein shall be deemed to have become the holder of record of those shares as of the date of the surrender of a Warrant and payment of the appropriate Exercise Price. The Warrant Agent is hereby authorized to countersign and deliver, in accordance with the provisions of Section 3 hereof, any Warrant required pursuant to the provisions of this Section 6.
(e) The Company represents and warrants to the Warrant Agent that from and after the Registration Date (A) so long as any unexpired warrants remain outstanding the Company will (i) file such post-effective amendments to the Registration Statement, and provide such supplements to the Memorandum included in the Registration Statement, as may be necessary to keep the Registration Statement in effect and to permit it to deliver to each person exercising a Warrant a Memorandum meeting the requirements of Section 10(a) of the Act and otherwise complying therewith, and will deliver such a Memorandum to each such persons, and (ii) take such other action in each state in which the Warrants were publicly offered for sale by the Company as from time to time may be required under the securities laws of such statement to permit the Shares issuable upon exercise of the Warrants to be lawfully issued and sold in such state upon exercise of the Warrants; and (B) it will furnish to the Warrant Agent, upon request, an opinion of counsel to the effect that the Registration statement is then in effect and that the Memorandum complies as to form in all material respects (except as to financial statements as to which such counsel need express no opinion) with the requirements of the act and the rules and regulations of the SEC thereunder. The Company may authorize the Warrant Agent to suspend the exercise of any of the Warrants during such period as is necessary to obtain or keep effective any registration, qualification, or other governmental approval under federal and applicable state securities laws required in connection with the exercise of the Warrants. The exercise of any Warrant for which an election exercise is received by the Warrant Agent prior to the Expiration Date during the period of such a suspension shall be effective immediately upon notice to the Warrant Agent of the removal of such suspension, notwithstanding that the removal of the suspension occurs after the Effective Date.
Appears in 1 contract
Duration and Exercise of Warrants. (a) The Warrants shall expire at 5:00 p.m. E.S.T. New York City time on August 2, 2001 which is the fifth anniversary of the issue Exercise Date (as defined below), PROVIDED, that if such date falls on a day other than a Business Day, then the Warrants shall expire at 5:00 p.m. New York City time on the next succeeding Business Day (such date of the Warrants by the Company (such expiration date hereafter being herein referred to as the "Expiration Date"). A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws of the State of New York. For any Warrant or Warrant Certificate, the "Expiration Date" shall be the fifth anniversary of the date of issuance thereof. The Company may, in its sole discretion, extend Warrants represented by each Warrant Certificate shall only be exercisable for Common Stock from the Exercise Date with respect to such Warrants through and including the Expiration Date upon notice thereof with respect to the Warrant Agentsuch Warrants. Each Warrant may be exercised on any business day Business Day on or prior to the close of business 5:00 p.m. New York City time on the Expiration Date by delivery of the Warrant to the Warrant Agent no later than Date. After 5:00 p.m. New York City time on the Expiration Date Date, unexercised Warrants will become wholly void and by satisfaction of the other terms and conditions as set forth herein.
(b) No fractional shares shall be issued upon surrender of a Warrant for exercise but, in lieu of fractional shares, the Company shall pay to the registered holder of a surrendered Warrant, as soon as practicable after the date of surrender, an amount in cash obtained by multiplying the current market value of a share by the fraction of the share to which such Warrant relatesno value. The current market value of a share shall be (i) if the common stock is listed on a national securities exchange or admitted to unlisted trading privileges on such an exchange, the last reported sale price of a share of common stock on such exchange on the last business day prior to the date of the exercise of the Warrant or if no such sale is made on such day, the average of the closing bid and asked prices of a share on such exchange; (ii) if the common stock is included on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the last sale price reported by NASDAQ on the last business day prior to the date of exercise of the Warrant or if last sale prices of the common stock are not so reported, the average of the closing bid and asked prices of a share for such day reported by NASDAQ; (iii) if the common stock is not listed or admitted to unlisted trading privileges on an exchange, or included on NASDAQ, the average of the highest reported bid and lowest reported asked prices of a share as furnished by the National Quotation Bureau on the last business day prior to the date of exercise of the Warrant; or (iv) in all other cases, an amount determined in such reasonable manner as may be prescribed by the Board of Directors of the Company.
(c) Subject to the provisions of this Agreement, including Section 6(e) and 12 hereof, the holder of a Warrant each Holder shall have the right to purchase from the Company (and the Company shall issue and sell to that holdersuch Holder) the number of one fully paid and nonassessable shares set forth in the Warrant share of Common Stock at the exercise price of $5.12 per share (the "Exercise Price") (at the number time in effect hereunder, upon surrender the Company of shares and Exercise Price being subject to adjustment as provided in this Section 6(c) and in Section 12 hereof) upon the surrender of that Warrant to the Warrant Agent on any business day prior to the close of business on the Expiration Date, at the Warrant Agent's Office described in Paragraph 17Certificate evidencing such Warrant, with the form Form of election to purchase on the reserve thereof Exercise duly filled in completed and signed, and upon payment of the Exercise Price in lawful money of the United States of America by certified or official bank check payable to the order of the Company; PROVIDED, HOWEVER, that a Holder who is also a creditor of the Company may exercise Warrants by payment as herein provided, cancellation of indebtedness or a combination thereof. The Exercise Price shall be as provided in Section 6. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 11. Except as provided in Section 11, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Subject to Section 7, upon surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder and an amount equal to any applicable transfer tax in cash or by certified check or bank draft payable to the order of the Company, the Company shall thereupon promptly cause to be issued and shall deliver to or upon such Holder, within a reasonable time, not exceeding fifteen days after each Warrant represented by the Warrant Certificate shall have been exercised, a certificate for the Common Stock issuable upon the exercise of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such Holder shall be deemed to have become a holder of record of such shares of Common Stock (a "Shareholder") as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. The Warrants evidenced by a Warrant Certificate shall be so exercisable at any time prior to the close of business on the Expiration Dateexercisable, at the election of the registered holder thereofany Holder, either as an entirety or from time to time in partfor part only of the number of Warrants evidenced by the Warrant Certificate. In the event that fewer less than all of the shares purchasable Warrants evidenced by a Warrant Certificate surrendered upon the exercise of a Warrant Warrants are purchased at any time prior to the close of business on the Expiration Dateexercised, a new Warrant will Certificate or Certificates shall be issued for the remaining number of shares purchasable Warrants evidenced by the Warrant Certificate so surrendered. All Warrant Certificates surrendered upon theexercise of Warrants shall be canceled by the Company. The Company shall deposit to the account of the Company all monies received in payment of the Exercise Price of any Warrant and any applicable transfer taxes.
Appears in 1 contract
Samples: Financing Agreement (Wahlco Environmental Systems Inc)
Duration and Exercise of Warrants. (a) The Warrants shall may be exercised at any time on or after the date of their issuance and, subject to earlier expiration pursuant to Section 10, will expire at 5:00 p.m. E.S.T. p.m., New York time, on August 2, 2001 which is the fifth anniversary of the issue date of the Warrants by the Company hereof (such expiration date hereafter referred to as the "Expiration Date"). The Company may, in its sole discretion, extend Upon the Expiration Date upon notice thereof to Date, all rights evidenced by the Warrant Agent. Each Warrant may be exercised on any business day prior to Warrants shall terminate and the close of business on the Expiration Date by delivery of the Warrant to the Warrant Agent no later than the Expiration Date and by satisfaction of the other terms and conditions as set forth hereinWarrants shall become void.
(b) No fractional shares shall be issued upon surrender of a Warrant for exercise but, in lieu of fractional shares, the Company shall pay to the registered holder of a surrendered Warrant, as soon as practicable after the date of surrender, an amount in cash obtained by multiplying the current market value of a share by the fraction of the share to which such Warrant relates. The current market value of a share shall be (i) if the common stock is listed on a national securities exchange or admitted to unlisted trading privileges on such an exchange, the last reported sale price of a share of common stock on such exchange on the last business day prior to the date of the exercise of the Warrant or if no such sale is made on such day, the average of the closing bid and asked prices of a share on such exchange; (ii) if the common stock is included on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the last sale price reported by NASDAQ on the last business day prior to the date of exercise of the Warrant or if last sale prices of the common stock are not so reported, the average of the closing bid and asked prices of a share for such day reported by NASDAQ; (iii) if the common stock is not listed or admitted to unlisted trading privileges on an exchange, or included on NASDAQ, the average of the highest reported bid and lowest reported asked prices of a share as furnished by the National Quotation Bureau on the last business day prior to the date of exercise of the Warrant; or (iv) in all other cases, an amount determined in such reasonable manner as may be prescribed by the Board of Directors of the Company.
(c) Subject to the provisions of this Agreement, including Section 6(e) and 12 hereof, the registered holder of a each Warrant shall have the right to purchase from the Company (and the Company shall issue and sell to that such registered holder) the number of one fully paid and nonassessable shares set forth Warrant Share (or such number of Warrant Shares as may result from adjustments made from time to time as provided in the Warrant this Agreement), at the exercise price of $5.12 per share (the "Exercise Price") (the number of shares and Exercise Price being subject to adjustment as provided in this Section 6(c) and in Section 12 hereof) upon the surrender of that Warrant to the Warrant Agent on any business day prior to the close of business on the Expiration Date, at the Warrant Agent's Office described in Paragraph 17, with the form of election to purchase on the reserve thereof duly filled in and signed, and payment of the Exercise Price Share in lawful money of the United States of America (such exercise price per Warrant Share, as adjusted from time to time as provided herein, being referred to herein as the "Exercise Price"), upon (i) surrender of the Warrant Certificates to the Company, and (ii) payment, in lawful money of the United States of America, of the Exercise Price for the Warrant Share or Warrant Shares in respect of which such Warrant is then exercised. The Warrants may be exercised for all or some of the Warrant Shares. The number of shares for which the warrants will be exercisable in the aggregate will be equal to $200,000 divided by the "Normalized Share Price" defined below. The Exercise Price will be initially set equal to the Normalized Share Price. The Normalized Share Price will be set equal to the average closing price of the common stock for the 45 trading days commencing 45 calendar days following the Effective Date of the Reorganization Plan. The Exercise Price payable upon exercise of Warrants may at the option of the holder be paid in cash, certified check or money order payable to the order of the Company. Except as provided in Section 8 hereof, no adjustment shall be made for any dividends on any share of Common Stock issuable upon exercise of a Warrant. Upon surrender of a Warrant Certificate, and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrant and in such name or names and in such per share amounts as such registered holder may reasonably designate, a certificate or certificates for the number of Warrant Shares so purchased upon the exercise of such Warrant, together with cash in respect of any fraction of a Warrant Share issuable upon such surrender.
(c) Each person in whose name any certificate for Warrant Shares is issued upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record of the Warrant Shares represented thereby, and such certificate shall be dated the date upon which the Warrant Certificate evidencing such Warrants was duly surrendered and payment of the Exercise Price (and any applicable transfer taxes pursuant to Section 4 hereof) was made; PROVIDED, HOWEVER, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such Warrant Shares on, and such certificate shall be dated, the next succeeding business day on which the Common Stock transfer books of the Company are open.
3.2 The Warrants evidenced by a Warrant Certificate shall be so exercisable at any time prior to the close of business on the Expiration Dateexercisable, at the election of the registered holder thereof, either as an entirety or from time to time for only part of the number of Warrants specified in partthe Warrant Certificate. In the event that fewer less than all of the shares purchasable upon the exercise of Warrants represented by a Warrant Certificate are purchased at any time prior to the close of business exercised before 5:00 p.m., New York time, on the Expiration Date, a new Warrant Certificate, duly executed by the company, will be issued for the remaining number of Warrants exercisable pursuant to the Warrant Certificate so surrendered.
3.3 No fractional shares purchasable of Common Stock shall be issued to any holder in connection with the exercise of a Warrant. Instead of any fractional shares of Common Stock that would otherwise be issuable to such holder, the Company will pay to such holder a cash adjustment in respect of such fractional interest in an amount equal to that fractional interest of the then current Closing Price per share of Common Stock.
3.4 The number of Warrant Shares to be received upon thethe exercise of a Warrant and the price to be paid for a Warrant Share are subject to adjustment from time to time as hereinafter set forth.
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