EXERCISE AND REDEMPTION. 4.1. Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the Common Stock deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing, by mail or by telecopy of the exercise of the Warrants. Promptly following, and in any event within three (3) days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless within 24 hours of the receipt of the notice, the Company shall instruct the Warrant Agent by telecopy to refrain from causing such issuance of Warrant Certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or as the Company may direct in writing.
EXERCISE AND REDEMPTION. The Private Warrants (i) will be exercisable either for cash or on a cashless basis at the holder’s option pursuant to Section 3.3 hereof and (ii) will not be redeemable by the Company, in either case as long as the Private Warrants are held by the initial purchasers or any of their permitted transferees (as prescribed in the Subscription Agreements).
EXERCISE AND REDEMPTION. Issuance. The Warrant Agreement permits NHL to issue and deliver warrant certificates (the "Warrant Certificates"), in registered form only, to purchase, under certain circumstances, up to an aggregate of 23,000,000 shares (the "Warrant Shares"), subject to adjustment (as provided in the Warrant Agreement), of NHL Common Stock. The Warrant Certificates will initially be issued by the Warrant Agent at the time, in the denominations and to the Persons (as defined in the Warrant Agreement) so directed by NHL. In particular, NHL intends to make the Warrant Distribution to holders of record of NHL Common Stock as of the April 21, 1995 consisting of 0.16308 of a Warrant per share of NHL Common Stock. Upon declaration of the Warrant Distribution, NHL will execute and deliver to the Warrant Agent for countersignature Warrant Certificates representing the product of the number of outstanding shares of NHL Common Stock on April 21, 1995 and 0.16308. Based on the number of shares of NHL Common Stock outstanding on the NHL Record Date, NHL expects to issue approximately 13,823,657 Warrants in the Warrant Distribution. In addition, pursuant to the Merger Agreement NHL will issue 8,325,000 Warrants for purchase by Roche. No certificates or scrip representing fractional Warrants will be issued to any holder (each, a "Holder") shown in the register maintained by the Warrant Agent (the "Warrant Register") in the Warrant Distribution. As promptly as practicable following April 21, 1995, the Warrant Agent will determine with respect to each Person entitled to receive Warrants pursuant to the Warrant Distribution the excess of the number of Warrants delivered to the Warrant Agent by NHL with respect to each such Person over the number of whole Warrants to be distributed with respect to such Person (such excess fraction of Warrant hereinafter referred to in connection with each such Person as a "Fractional Warrant"). As soon after April 21, 1995 as practicable, the Warrant Agent, as agent for Holders otherwise entitled to receive Fractional Warrants (each, a "Fractional Warrant Holder"), will aggregate and sell in normal transactions the Fractional Warrants for all Fractional Warrant Holders at then available prices on the NYSE or on the principal U.S. securities exchange on which shares of NHL Common Stock are traded, if any, or on the National Association of Securities Dealers, Inc.'s Automated Quotation System ("NASDAQ"), if shares of NHL Common Stock are quoted on NASDAQ. ...
EXERCISE AND REDEMPTION
