Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of each Warrant shall have the right to purchase from the Company on or after the Effective Date (the “Exercisability Date”) and on or prior to the Expiration Date one fully paid, registered and non-assessable Share, at the purchase price of $5.00 for each share purchased upon the exercise of the Warrants (the “Exercise Price”), in each case subject to adjustment in accordance with Article V hereof,. (b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any office or agency maintained for that purpose by the Company pursuant to Section 1.10 (each a “Warrant Exercise Office”) the Warrant Certificate evidencing such Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the “Election to Exercise”) duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and (ii) paying in full the Exercise Price for each such Warrant exercised and any other amounts required to be paid pursuant to Section 1.08(i) hereof. Each Warrant may be exercised only in whole. (c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash or by certified or official bank check to be delivered to the office or agency where the Warrant Certificate is being surrendered. No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. (d) Upon such surrender of a Warrant Certificate and payment and collection of the Exercise Price at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The “Exercise Date” for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m., New York City, New York time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City, New York time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City, New York time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date. If all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent after 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void. (e) Upon the exercise of a Warrant in accordance with the terms hereof, the receipt of a Warrant Certificate and payment of the Exercise Price, the Warrant Agent shall: (i) cause an amount equal to the Exercise Price to be paid to the Company by crediting the same to the account designated by the Company in writing to the Warrant Agent for that purpose; (ii) advise the Company immediately by telephone of the amount so deposited to the Company’s account and promptly confirm such telephonic advice in writing and (iii) as soon as practicable, advise the Company in writing of the number of Warrants (giving effect to Section 5.01(i) below) exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, the instructions of each exercising holder of the Warrant Certificates with respect to delivery of the Shares to which such holder is entitled upon such exercise, and such other information as the Company shall reasonably request. (f) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with the terms hereof, the Company shall issue or cause to be issued to or upon the written order of the registered holder of the Warrant Certificate evidencing such exercised Warrant or Warrants, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Election to Exercise, as set forth on the reverse of the Warrant Certificate. The Warrant Agent shall have no obligation to ascertain the number of Shares to be issued with respect to the exercised Warrant or Warrants. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares as of the close of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to or upon the written order of the registered holder of such Warrant Certificate, a new Warrant Certificate, countersigned by the Warrant Agent pursuant to the Company’s written instruction, evidencing the number of Warrants, if any, remaining unexercised unless such Warrants shall have expired.
Appears in 2 contracts
Samples: Warrant Agreement (Syntroleum Corp), Warrant Agreement (Syntroleum Corp)
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of each Warrant shall have the right to purchase from the Company on or after the Effective Date (the “"Exercisability Date”") and on or prior to the Expiration Date one fully paid, registered and non-assessable Share, at the purchase price of $5.00 7.60 for each share purchased upon the exercise of the Warrants (the “"Exercise Price”"), in each case subject to adjustment in accordance with Article V hereof,.
(b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any office or agency maintained for that purpose by the Company pursuant to Section 1.10 (each a “"Warrant Exercise Office”") the Warrant Certificate evidencing such Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the “"Election to Exercise”") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and (ii) paying in full the Exercise Price for each such Warrant exercised and any other amounts required to be paid pursuant to Section 1.08(i) hereof. Each Warrant may be exercised only in whole.
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash or by certified or official bank check to be delivered to the office or agency where the Warrant Certificate is being surrendered. No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant.
(d) Upon such surrender of a Warrant Certificate and payment and collection of the Exercise Price at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The “"Exercise Date” " for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m., New York City, New York time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City, New York time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City, New York time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date. If all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent after 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.
(e) Upon the exercise of a Warrant in accordance with the terms hereof, the receipt of a Warrant Certificate and payment of the Exercise Price, the Warrant Agent shall: (i) cause an amount equal to the Exercise Price to be paid to the Company by crediting the same to the account designated by the Company in writing to the Warrant Agent for that purpose; (ii) advise the Company immediately by telephone of the amount so deposited to the Company’s account and promptly confirm such telephonic advice in writing and (iii) as soon as practicable, advise the Company in writing of the number of Warrants (giving effect to Section 5.01(i) below) exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, the instructions of each exercising holder of the Warrant Certificates with respect to delivery of the Shares to which such holder is entitled upon such exercise, and such other information as the Company shall reasonably request.
(f) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with the terms hereof, the Company shall issue or cause to be issued to or upon the written order of the registered holder of the Warrant Certificate evidencing such exercised Warrant or Warrants, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Election to Exercise, as set forth on the reverse of the Warrant Certificate. The Warrant Agent shall have no obligation to ascertain the number of Shares to be issued with respect to the exercised Warrant or Warrants. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares as of the close of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to or upon the written order of the registered holder of such Warrant Certificate, a new Warrant Certificate, countersigned by the Warrant Agent pursuant to the Company’s written instruction, evidencing the number of Warrants, if any, remaining unexercised unless such Warrants shall have expired.
Appears in 2 contracts
Samples: Warrant Agreement (Syntroleum Corp), Warrant Agreement (Syntroleum Corp)
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Warrant Agreement, a holder of each Warrant Holder shall have the right to purchase from the Company on or after the Effective Separation Date (the “"Exercisability Date”") and on or prior to the Expiration Date one Date, up to 2,131,667.4631 fully paid, registered paid and non-assessable ShareWarrant Shares per each Warrant such Holder owns, at the purchase price of $5.00 for each share purchased upon the exercise of the Warrants (the “Exercise Price”), in each case subject to adjustment in accordance with Article V hereof,, at the initial purchase price of $.00017 for each Warrant Share purchased, subject to adjustment in accordance with Article V hereof (the "Exercise Price").
(b) Warrants may be exercised exercised, in whole or in part, on or after the Exercisability Date by (i) surrendering at any Warrant Agent office or agency maintained for that purpose by the Company pursuant to Section 1.10 (each a “Warrant Exercise Office”) the Warrant Certificate evidencing such Warrants with the form of election to purchase Warrant Shares set forth on the reverse side of the Warrant Certificate (the “"Election to Exercise”") duly completed and signed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and (ii) paying in full the Exercise Price for each such Warrant exercised Share purchased and any other amounts required to be paid pursuant to Section 1.08(i4.1 hereof and (iii) hereof. Each other than with respect to the Warrants acquired by DZ Investors in connection with its purchase of the Series B Preferred Units, if such Warrant may be is being exercised only prior to the date on which the Stockholders' Agreement (as defined below) is terminated, executing a counterpart of the Stockholders' Agreement by and among the Company, the Trustee and certain holders of the Company's Common Stock and Non-Voting Common Stock in wholesubstantially the form attached hereto as Exhibit D (the "Stockholders' Agreement").
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made (i) in cash or by certified or official bank check payable to be the order of the Company, delivered to the office or agency where the Warrant Certificate is being surrendered. No payment ; or adjustment shall be made on account (ii) by delivery of any Warrant Certificates pursuant to Section 2.2(d); or (iii) by the surrender to the Company for cancellation of shares of Series B Preferred Stock with an aggregate liquidation preference together with accumulated and unpaid dividends on thereon (whether or not declared) equal to the aggregate Exercise Price for all Warrant Shares issued issuable upon exercise of a such Warrant. Subject to the provisions of this Warrant Agreement, the rights represented by the Warrants shall be exercisable at the election of the Holders thereof either in full at any time or from time to time in part.
(d) Upon In the event that any Holder of Warrant Certificates delivers such surrender of a Warrant Certificates to the Company and indicates on the Election to Exercise that such Holder intends to exercise all, or any portion of, the Warrants represented by such Warrant Certificate and payment and collection of to satisfy its obligation to pay the Exercise Price at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office in respect thereof by virtue of the Warrant Agentprovisions of this Section 2.2(d), such Warrant Certificate and payment Holder shall be promptly delivered become entitled to the Warrant Agent. The “Exercise Date” for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m.receive, New York City, New York time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City, New York time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City, New York time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date. If all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent after 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.
(e) Upon the exercise of a Warrant in accordance with the terms hereof, the receipt of a Warrant Certificate and payment of the Exercise Price, the Warrant Agent shall: (i) cause an amount equal to the Exercise Price to be paid to the Company by crediting the same to the account designated by the Company in writing to the Warrant Agent for that purpose; (ii) advise the Company immediately by telephone of the amount so deposited to the Company’s account and promptly confirm such telephonic advice in writing and (iii) as soon as practicable, advise the Company in writing instead of the number of Warrants (giving effect Warrant Shares such Holder would have received had the Exercise Price been paid in cash pursuant to Section 5.01(i) below) exercised 2.2(c), a number of Warrant Shares in accordance with the terms and conditions of this Agreement and the Warrant Certificates, the instructions of each exercising holder respect of the exercises of such Warrants equal to the product of:
(A) the number of Warrant Shares issuable upon such exercise of such Warrant Certificates with respect to delivery (or, if only a portion of the Shares to which such holder is entitled Warrant Certificates are being exercised, issuable upon such exercise, and such other information as the Company shall reasonably request.
(f) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with such portion) multiplied by
(B) the terms hereof, quotient of:
(i) the Company shall issue or cause to be issued to or upon the written order of the registered holder of the Warrant Certificate evidencing such exercised Warrant or Warrants, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Election to Exercise, as set forth on the reverse of the Warrant Certificate. The Warrant Agent shall have no obligation to ascertain the number of Shares to be issued with respect to the exercised Warrant or Warrants. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares as of the close of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to or upon the written order of the registered holder of such Warrant Certificate, a new Warrant Certificate, countersigned by the Warrant Agent pursuant to the Company’s written instruction, evidencing the number of Warrants, if any, remaining unexercised unless such Warrants shall have expired.difference of:
Appears in 2 contracts
Samples: Warrant Agreement (Discovery Zone Inc), Warrant Agreement (Discovery Zone Inc)
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of each Warrant shall have the right to purchase from the Company on or after the Effective Date (the “Exercisability Date”) and on or prior to the Expiration Date Date, one fully paid, registered and non-assessable Share, at the a purchase price of $5.00 11.21 for each share purchased upon the exercise of the Warrants (the “Exercise Price”), in each case subject to adjustment in accordance with Article V hereof,.
(b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any the principal office or agency maintained for that purpose by of the Company pursuant to Section 1.10 (each a “Warrant Exercise Office”) the Warrant Certificate evidencing such Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the “Election to Exercise”) duly completed and signed by the registered holder or holders thereof Warrantholder or by the duly appointed legal representative thereof or by a duly authorized attorney, and (ii) paying in full the Exercise Price for each such Warrant exercised and any other amounts required to be paid pursuant to Section 1.08(i) hereofexercised. Each Warrant may be exercised only in whole.
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash or by certified or official bank check to be delivered to the office or agency where the Warrant Certificate is being surrendered. No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant.
(d) Upon such surrender of a Warrant Certificate and payment and collection of the Exercise Price at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The “Exercise Date” for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Warrant Agent Company at or prior to 2:00 p.m., New York City, New York time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City, New York time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01)) relating to such Warrants, if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent Company at or prior to 5:00 p.m., New York City, New York time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the such Expiration Date. If all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent Company after 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.
(e) Upon the exercise of a Warrant in accordance with the terms hereof, the receipt of a Warrant Certificate and payment of the Exercise Price, the Warrant Agent shall: (i) cause an amount equal to the Exercise Price to be paid to the Company by crediting the same to the account designated by the Company in writing to the Warrant Agent for that purpose; (ii) advise the Company immediately by telephone of the amount so deposited to the Company’s account and promptly confirm such telephonic advice in writing and (iii) as soon as practicable, advise the Company in writing of the number of Warrants (giving effect to Section 5.01(i) below) exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, the instructions of each exercising holder of the Warrant Certificates with respect to delivery of the Shares to which such holder is entitled upon such exercise, and such other information as the Company shall reasonably request.
(f) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with the terms hereof, the Company shall issue or cause to be issued to or upon the written order of the registered holder of the Warrant Certificate evidencing such exercised Warrant or WarrantsWarrantholder, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Election to Exercise, as set forth on the reverse of the Warrant Certificate. The Warrant Agent shall have no obligation to ascertain the number of Shares to be issued with respect to the exercised Warrant or Warrants. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares as of the close of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to or upon the written order of the registered holder of such Warrant CertificateWarrantholder, a new Warrant Certificate, countersigned by the Warrant Agent pursuant to the Company’s written instruction, Certificate evidencing the number of Warrants, if any, remaining unexercised unless such Warrants shall have expired.
Appears in 1 contract
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of each Warrant shall have the right to purchase from the Company on or after the Effective Date (the “Exercisability Date”) and on or prior to the Expiration Date one fully paid, registered and non-assessable Share, at the purchase price of $5.00 for each share purchased upon the exercise of the Warrants (the “Exercise Price”), in each case subject to adjustment in accordance with Article V hereof,.
(b) Warrants may be exercised during the period commencing on or the day after the Exercisability Date date of the Warrant Agreement and ending at 5:00 p.m., New York City time, on the Expiration Date, by (i) surrendering surrendering, at any office or agency maintained for that purpose by the Company pursuant to Section 1.10 8 (each a “"Warrant Exercise Office”) "), the Warrant Certificate evidencing such Warrants with the exercise form of election appended to purchase Shares set forth on the reverse side of the Warrant Certificate (the “Election to Exercise”"Exercise Form") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an eligible guarantor institution, (ii) paying in full sending copies of such Exercise Form via facsimile to the Company, attention General Counsel ((650) 519-5333) and Latham & Watkins, attention John Donohue ((650) 000-0000), (xii) paxxxx xn fxxx xxx Exercise Price for each such Warrant exercised Prxxx xxx xxxx sxxx Xxxxxxx xxercised and any other amounts required to be paid pursuant to Section 1.08(i10(b) hereof. Each , (iv) except in the event of a Cashless Exercise (as defined in Section 10(b)) or in the event of the exercise of a Warrant that has been transferred pursuant to a registration statement that has been declared effective under the Securities Act, and which was effective at the time of such transfer, furnishing to the Company and the Warrant Agent a signed letter containing certain representations and agreements relating to the restrictions on transfer set forth in Exhibit B hereto and an opinion of counsel if the Company so requests, and (v) providing such additional documentation or certifications as the Company and/or the Warrant Agent may be exercised only in wholereasonably request.
(cb) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made made:
(i) in cash or by certified or official bank check to be delivered to the office or agency where the Warrant Certificate is being surrendered. No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant.;
(dii) Upon such by tendering a principal amount of Notes in integral multiples of $1,000, including any accrued but unpaid interest thereon up to, but not including, the Exercise Date, equal to, together with any payment of cash pursuant to Section 10(b)(i) above, the Exercise Price; or
(iii) solely by the surrender of a the applicable Warrant Certificate Certificate, and without the payment and collection of the Exercise Price at any Warrant Exercise Office in cash, for such number of shares of Common Stock equal to the product of (other than any Warrant Exercise Office that also is an office 1) the number of the Warrant Agent), shares of Common Stock for which such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The “Exercise Date” for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m., New York City, New York time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City, New York time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City, New York time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date. If all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent after 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.
(e) Upon the exercise of a Warrant in accordance with the terms hereof, the receipt of a Warrant Certificate and is exercisable upon payment of the Exercise Price, the Warrant Agent shall: (i) cause an amount equal to the Exercise Price to be paid to the Company by crediting the same to the account designated by the Company in writing to the Warrant Agent for that purpose; (ii) advise the Company immediately by telephone cash as of the amount so deposited to the Company’s account and promptly confirm such telephonic advice in writing date of exercise and (iii2) as soon as practicable, advise the Company in writing of the number of Warrants Cashless Exercise Ratio (giving effect to Section 5.01(i) below) exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, the instructions of each exercising holder of the Warrant Certificates with respect to delivery of the Shares to which such holder is entitled upon such exercise, and such other information as the Company shall reasonably requesta "Cashless Exercise").
(f) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with the terms hereof, the Company shall issue or cause to be issued to or upon the written order of the registered holder of the Warrant Certificate evidencing such exercised Warrant or Warrants, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Election to Exercise, as set forth on the reverse of the Warrant Certificate. The Warrant Agent shall have no obligation to ascertain the number of Shares to be issued with respect to the exercised Warrant or Warrants. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares as of the close of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to or upon the written order of the registered holder of such Warrant Certificate, a new Warrant Certificate, countersigned by the Warrant Agent pursuant to the Company’s written instruction, evidencing the number of Warrants, if any, remaining unexercised unless such Warrants shall have expired.
Appears in 1 contract
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Warrant Agreement, a holder of each Warrant Holder shall have the right to purchase from the Company on or after the Effective Separation Date (the “"Exercisability Date”") and on or prior to the Expiration Date one Date, up to 2,131,667.4631 fully paid, registered paid and non-assessable ShareWarrant Shares per each Warrant such Holder owns, at the purchase price of $5.00 for each share purchased upon the exercise of the Warrants (the “Exercise Price”), in each case subject to adjustment in accordance with Article V hereof,, at the initial purchase price of $.00017 for each Warrant Share purchased, subject to adjustment in accordance with Article V hereof (the "Exercise Price").
(b) Warrants may be exercised exercised, in whole or in part, on or after the Exercisability Date by (i) surrendering at any Warrant Agent office or agency maintained for that purpose by the Company pursuant to Section 1.10 (each a “Warrant Exercise Office”) the Warrant Certificate evidencing such Warrants with the form of election to purchase Warrant Shares set forth on the reverse side of the Warrant Certificate (the “"Election to Exercise”") duly completed and signed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and (ii) paying in full the Exercise Price for each such Warrant exercised Share purchased and any other amounts required to be paid pursuant to Section 1.08(i4.1 hereof and (iii) hereof. Each if such Warrant may be is being exercised only prior to the date on which the Stockholders' Agreement (as defined below) is terminated, executing a counterpart of the Stockholders' Agreement by and among the Company, the Trustee and certain holders of the Company's Common Stock and Non-Voting Common Stock in wholesubstantially the form attached hereto as Exhibit D (the "Stockholders' Agreement").
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made (i) in cash or by certified or official bank check payable to be the order of the Company, delivered to the office or agency where the Warrant Certificate is being surrendered. No payment ; or adjustment shall be made on account (ii) by delivery of any Warrant Certificates pursuant to Section 2.2(d); or (iii) by the surrender to the Company for cancellation of shares of Series A Preferred Stock with an aggregate liquidation preference together with accumulated and unpaid dividends on thereon (whether or not declared) equal to the aggregate Exercise Price for all Warrant Shares issued issuable upon exercise of a such Warrant. Subject to the provisions of this Warrant Agreement, the rights represented by the Warrants shall be exercisable at the election of the Holders thereof either in full at any time or from time to time in part.
(d) Upon In the event that any Holder of Warrant Certificates delivers such surrender of a Warrant Certificates to the Company and indicates on the Election to Exercise that such Holder intends to exercise all, or any portion of, the Warrants represented by such Warrant Certificate and payment and collection of to satisfy its obligation to pay the Exercise Price at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office in respect thereof by virtue of the Warrant Agentprovisions of this Section 2.2(d), such Warrant Certificate and payment Holder shall be promptly delivered become entitled to the Warrant Agent. The “Exercise Date” for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m.receive, New York City, New York time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City, New York time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City, New York time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date. If all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent after 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.
(e) Upon the exercise of a Warrant in accordance with the terms hereof, the receipt of a Warrant Certificate and payment of the Exercise Price, the Warrant Agent shall: (i) cause an amount equal to the Exercise Price to be paid to the Company by crediting the same to the account designated by the Company in writing to the Warrant Agent for that purpose; (ii) advise the Company immediately by telephone of the amount so deposited to the Company’s account and promptly confirm such telephonic advice in writing and (iii) as soon as practicable, advise the Company in writing instead of the number of Warrants (giving effect Warrant Shares such Holder would have received had the Exercise Price been paid in cash pursuant to Section 5.01(i) below) exercised 2.2(c), a number of Warrant Shares in accordance with the terms and conditions of this Agreement and the Warrant Certificates, the instructions of each exercising holder respect of the exercises of such Warrants equal to the product of:
(A) the number of Warrant Shares issuable upon such exercise of such Warrant Certificates with respect to delivery (or, if only a portion of the Shares to which such holder is entitled Warrant Certificates are being exercised, issuable upon such exercise, and such other information as the Company shall reasonably request.
(f) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with such portion) multiplied by
(B) the terms hereof, quotient of:
(i) the Company shall issue or cause to be issued to or upon the written order of the registered holder of the Warrant Certificate evidencing such exercised Warrant or Warrants, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Election to Exercise, as set forth on the reverse of the Warrant Certificate. The Warrant Agent shall have no obligation to ascertain the number of Shares to be issued with respect to the exercised Warrant or Warrants. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares as of the close of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to or upon the written order of the registered holder of such Warrant Certificate, a new Warrant Certificate, countersigned by the Warrant Agent pursuant to the Company’s written instruction, evidencing the number of Warrants, if any, remaining unexercised unless such Warrants shall have expired.difference of:
Appears in 1 contract
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Warrant Agreement, a holder of each Warrant Holder shall have the right to purchase from the Company on or after the Effective Exercisability Date (the “Exercisability Date”) and on or prior to the Expiration Date Date, one fully paid, registered paid and non-assessable ShareWarrant Share per each Warrant such Holder owns, at the purchase price of $5.00 for each share purchased upon the exercise of the Warrants (the “Exercise Price”), in each case subject to adjustment in accordance with Article V hereof,, at the initial purchase price of $4.49 for each Warrant Share purchased, subject to adjustment in accordance with Article V hereof (the “Exercise Price”).
(b) Warrants may be exercised exercised, in whole or in part, on or after the Exercisability Date by (i) surrendering at any office or agency maintained for that purpose by the Company pursuant to Section 1.10 (each a “Warrant Exercise Office”) Office the Warrant Certificate evidencing such Warrants with the form of election to purchase Warrant Shares set forth on the reverse side of the Warrant Certificate (the “Election to Exercise”) duly completed and signed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof thereof, including the Trustee, or by a duly authorized attorney, attorney and (ii) paying in full the Exercise Price for each such Warrant exercised Share purchased and any other amounts required to be paid pursuant to Section 1.08(i) 4.1 hereof. Each Warrant may be exercised only in whole.
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made (i) in cash or by certified or official bank check payable to be the order of the Company, delivered to the office or agency Company Office where the Warrant Certificate is being surrendered, (ii) by wire transfer of immediately available funds to a bank account designated by the Company, (iii) by delivery of Warrant Certificates pursuant to Section 2.2(d) or (iv) any combination thereof. No payment or adjustment Subject to the provisions of this Warrant Agreement, the rights represented by the Warrants shall be made on account exercisable at the election of the Holders thereof either in full at any dividends on the Shares issued upon exercise of a Warranttime or from time to time in part.
(d) Upon In the event that any Holder of Warrant Certificates delivers such surrender of a Warrant Certificates to the Company and indicates on the Election to Exercise that such Holder intends to exercise all, or any portion of, the Warrants represented by such Warrant Certificate and payment and collection of to satisfy its obligation to pay the Exercise Price at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office in respect thereof by virtue of the Warrant Agentprovisions of this Section 2.2(d), such Warrant Certificate and payment Holder shall be promptly delivered become entitled to the Warrant Agent. The “Exercise Date” for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m.receive, New York City, New York time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City, New York time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City, New York time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date. If all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent after 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.
(e) Upon the exercise of a Warrant in accordance with the terms hereof, the receipt of a Warrant Certificate and payment of the Exercise Price, the Warrant Agent shall: (i) cause an amount equal to the Exercise Price to be paid to the Company by crediting the same to the account designated by the Company in writing to the Warrant Agent for that purpose; (ii) advise the Company immediately by telephone of the amount so deposited to the Company’s account and promptly confirm such telephonic advice in writing and (iii) as soon as practicable, advise the Company in writing instead of the number of Warrants (giving effect Warrant Shares such Holder would have received had the Exercise Price been paid in cash pursuant to Section 5.01(i) below) exercised 2.2(c), a number of Warrant Shares in accordance with the terms and conditions respect of this Agreement and the Warrant Certificates, the instructions of each exercising holder of the Warrant Certificates with respect to delivery of the Shares to which such holder is entitled upon such exercise, and such other information as the Company shall reasonably request.
(f) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or such Warrants in accordance with the terms hereof, the Company shall issue or cause to be issued to or upon the written order of the registered holder of the Warrant Certificate evidencing such exercised Warrant or Warrants, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant equal to the Election to Exercise, as set forth on the reverse of the Warrant Certificate. The Warrant Agent shall have no obligation to ascertain product of:
(A) the number of Warrant Shares to be issued with respect to the exercised Warrant or Warrants. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares as of the close of business on the Exercise Date. After issuable upon such exercise of any such Warrant or WarrantsCertificates (or, the Company shall also issue or cause to be issued to or upon the written order of the registered holder if only a portion of such Warrant CertificateCertificates are being exercised, a new Warrant Certificate, countersigned by issuable upon the Warrant Agent pursuant to exercise of such portion) multiplied by
(B) the Company’s written instruction, evidencing quotient of:
(i) the number of Warrants, if any, remaining unexercised unless such Warrants shall have expired.difference of:
Appears in 1 contract
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Warrant Agreement, a holder of each Warrant Holder shall have the right to purchase from the Company on or after the Effective Separation Date (the “"Exercisability Date”") and on or prior to the Expiration Date one ------------------- Date, up to 18.02885 fully paid, registered paid and non-assessable ShareWarrant Shares per each Warrant such Holder owns, at the purchase price of $5.00 for each share purchased upon the exercise of the Warrants (the “Exercise Price”), in each case subject to adjustment in accordance with Article V --------- hereof,., at the initial purchase price of $4.51 for each Warrant Share purchased, subject to adjustment in accordance with Article V hereof (the "Exercise --------- -------- Price"). -----
(b) Warrants may be exercised exercised, in whole or in part, on or after the Exercisability Date by (i) surrendering at any Warrant Agent office or agency maintained for that purpose by the Company pursuant to Section 1.10 (each a “Warrant Exercise Office”) the Warrant Certificate evidencing such Warrants with the form of election to purchase Warrant Shares set forth on the reverse side of the Warrant Certificate (the “"Election to Exercise”") duly completed and signed by -------------------- the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, attorney and (ii) paying in full the Exercise Price for each such Warrant exercised Share purchased and any other amounts required to be paid pursuant to Section 1.08(i) 4.1 hereof. Each Warrant may be exercised only in whole.-----------
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made (i) in cash or by certified or official bank check payable to be the order of the Company, delivered to the office or agency where the Warrant Certificate is being surrenderedsurrendered or (ii) by delivery of Warrant Certificates pursuant to Section 2.2(d). No payment or adjustment Subject to the provisions of -------------- this Warrant Agreement, the rights represented by the Warrants shall be made on account exercisable at the election of the Holders thereof either in full at any dividends on the Shares issued upon exercise of a Warranttime or from time to time in part.
(dA) Upon the number of Warrant Shares issuable upon such surrender exercise of a Warrant Certificate and payment and collection of the Exercise Price at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered to the Certificates (or, if only a portion of such Warrant Agent. The “Exercise Date” for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 Certificates are received by the Warrant Agent at or prior to 2:00 p.m.being exercised, New York City, New York time, on a Business Day and issuable upon the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (bportion) and (c) are received after 2:00 p.m., New York City, New York time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City, New York time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date. If all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent after 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.multiplied by
(eB) Upon the exercise of a Warrant in accordance with the terms hereof, the receipt of a Warrant Certificate and payment of the Exercise Price, the Warrant Agent shall: quotient of:
(i) cause an amount equal to the Exercise Price to be paid to the Company by crediting the same to the account designated by the Company in writing to the Warrant Agent for that purpose; (ii) advise the Company immediately by telephone of the amount so deposited to the Company’s account and promptly confirm such telephonic advice in writing and (iii) as soon as practicable, advise the Company in writing of the number of Warrants (giving effect to Section 5.01(i) below) exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, the instructions of each exercising holder of the Warrant Certificates with respect to delivery of the Shares to which such holder is entitled upon such exercise, and such other information as the Company shall reasonably request.
(f) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with the terms hereof, the Company shall issue or cause to be issued to or upon the written order of the registered holder of the Warrant Certificate evidencing such exercised Warrant or Warrants, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Election to Exercise, as set forth on the reverse of the Warrant Certificate. The Warrant Agent shall have no obligation to ascertain the number of Shares to be issued with respect to the exercised Warrant or Warrants. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares as of the close of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to or upon the written order of the registered holder of such Warrant Certificate, a new Warrant Certificate, countersigned by the Warrant Agent pursuant to the Company’s written instruction, evidencing the number of Warrants, if any, remaining unexercised unless such Warrants shall have expired.difference of:
Appears in 1 contract
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of each Warrant shall have the right to purchase from the Company on or after the Effective Date (the “Exercisability Date”) and on or prior to the Expiration Date one fully paid, registered and non-assessable Share, at the purchase price of $5.00 for each share purchased upon the exercise of the Warrants (the “Exercise Price”), in each case subject to adjustment in accordance with Article V hereof,.
(b) Warrants may be exercised during the period commencing on or the day after the Exercisability Date date of the Warrant Agreement and ending at 5:00 p.m., New York City time, on the Expiration Date, by (i) surrendering surrendering, at any office or agency maintained for that purpose by the Company pursuant to Section 1.10 8 (each a “"Warrant Exercise Office”) "), the Warrant Certificate evidencing such Warrants ----------------------- with the exercise form of election appended to purchase Shares set forth on the reverse side of the Warrant Certificate (the “Election to Exercise”"Exercise Form") ------------- duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an eligible guarantor institution, (ii) sending copies of such Exercise Form via facsimile to the Company, attention General Counsel ((000) 000-0000) and Xxxxxx & Xxxxxxx, attention Xxxx Xxxxxxx ((000) 000-0000), (iii) paying in full the Exercise Price for each such Warrant exercised and any other amounts required to be paid pursuant to Section 1.08(i10(b) hereof. Each , (iv) except in the event of a Cashless Exercise (as defined in Section 10(b)) or in the event of the exercise of a Warrant that has been transferred pursuant to a registration statement that has been declared effective under the Securities Act, and which was effective at the time of such transfer, furnishing to the Company and the Warrant Agent a signed letter containing certain representations and agreements relating to the restrictions on transfer set forth in Exhibit B hereto and an opinion of --------- counsel if the Company so requests, and (v) providing such additional documentation or certifications as the Company and/or the Warrant Agent may be exercised only in wholereasonably request.
(cb) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made made:
(i) in cash or by certified or official bank check to be delivered to the office or agency where the Warrant Certificate is being surrendered;
(ii) by tendering a principal amount of Notes in integral multiples of $1,000, including any accrued but unpaid interest thereon up to, but not including, the Exercise Date, equal to, together with any payment of cash pursuant to Section 10(b)(i) above, the Exercise Price; or
(iii) solely by the surrender of the applicable Warrant Certificate, and without the payment of the Exercise Price in cash, for such number of shares of Common Stock equal to the product of (1) the number of shares of Common Stock for which such Warrant is exercisable upon payment of the Exercise Price in cash as of the date of exercise and (2) the Cashless Exercise Ratio (such exercise, a "Cashless Exercise"). No payment or adjustment ----------------- For purposes of this Agreement, the "Cashless Exercise Ratio" shall be made on account equal a ----------------------- fraction, the numerator of any dividends which is the excess of the Closing Price per share of the Common Stock on the Shares issued upon exercise last Trading Day before the Exercise Date (determined as set forth in Section 10(c)) over the Exercise Price Per Share (as defined below) as of a Warrant.
(d) the last Trading Day before the Exercise Date and the denominator of which is the Closing Price per share of the Common Stock on the last Trading Day before the Exercise Date. Upon such surrender of a Warrant Certificate and representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of shares of Common Stock deliverable upon a Cashless Exercise shall be equal to the number of shares of Common Stock for which such Warrants are exercisable (or if only a portion of such Warrants are being exercised, such number of shares of Common Stock issuable upon exercise of the Warrants that the holder specifies are to be exercised pursuant to a Cashless Exercise) upon payment and collection of the Exercise Price at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The “Exercise Date” for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m., New York City, New York time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City, New York time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City, New York time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date. If all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent after 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.
(e) Upon the exercise of a Warrant in accordance with the terms hereof, the receipt of a Warrant Certificate and payment of the Exercise Price, the Warrant Agent shall: (i) cause an amount equal to the Exercise Price to be paid to the Company by crediting the same to the account designated by the Company in writing to the Warrant Agent for that purpose; (ii) advise the Company immediately by telephone of the amount so deposited to the Company’s account and promptly confirm such telephonic advice in writing and (iii) as soon as practicable, advise the Company in writing of the number of Warrants (giving effect to Section 5.01(i) below) exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, the instructions of each exercising holder of the Warrant Certificates with respect to delivery of the Shares to which such holder is entitled upon such exercise, and such other information as the Company shall reasonably request.
(f) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with the terms hereof, the Company shall issue or cause to be issued to or upon the written order of the registered holder of the Warrant Certificate evidencing such exercised Warrant or Warrants, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Election to Exercise, as set forth on the reverse of the Warrant Certificate. The Warrant Agent shall have no obligation to ascertain the number of Shares to be issued with respect to the exercised Warrant or Warrants. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares cash as of the close date of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to or upon the written order of the registered holder of such Warrant Certificate, a new Warrant Certificate, countersigned multiplied by the Warrant Agent pursuant to the Company’s written instruction, evidencing the number of Warrants, if any, remaining unexercised unless such Warrants shall have expiredCashless Exercise Ratio.
Appears in 1 contract
Samples: Warrant Agreement (Tivo Inc)
Exercise, Exercise Price, Settlement and Delivery. Separation ------------------------------------------------------------- of Warrants. -----------
(a) Subject to the provisions of this Agreement, a holder of each Warrant shall have the right to purchase from the Company on or after the Effective Date (the “Exercisability Date”) and on or prior to the Expiration Date one fully paid, registered and non-assessable Share, at the purchase price of $5.00 for each share purchased upon the exercise of the Warrants (the “Exercise Price”), in each case subject to adjustment in accordance with Article V hereof,.
(b) Warrants may be exercised at any time during the period commencing on or after the Exercisability Separation Date and ending at 5:00 p.m., New York City time, on the Expiration Date by (i) surrendering surrendering, at any office or agency maintained for that purpose by the Company pursuant to Section 1.10 8 (each a “"Warrant Exercise Office”) "), ----------------------- the Warrant Certificate evidencing such Warrants with the exercise form of election appended to purchase Shares set forth on the reverse side of the Warrant Certificate (the “Election to Exercise”"Exercise Form") duly completed and signed by ------------- the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an eligible guarantor institution, (ii) sending copies of such Exercise Form via facsimile to the Company, attention General Counsel ((000) 000-0000) and Xxxxxx & Xxxxxxx, attention Xxxx Xxxxxxx ((000) 000-0000), (iii) paying in full the Exercise Price for each such Warrant exercised and any other amounts required to be paid pursuant to Section 1.08(i10(b) hereof. Each , (iv) except in the event of a Cashless Exercise (as defined in Section 10(b)) or in the event of the exercise of a Warrant that has been transferred pursuant to a registration statement that has been declared effective under the Securities Act, and which was effective at the time of such transfer, furnishing to the Company and the Warrant Agent a signed letter containing certain representations and agreements relating to the restrictions on transfer set forth in Exhibit B hereto and an opinion of counsel --------- if the Company so requests, and (v) providing such additional documentation or certifications as the Company and/or the Warrant Agent may be exercised only in wholereasonably request.
(cb) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made made:
(i) in cash or by certified or official bank check to be delivered to the office or agency where the Warrant Certificate is being surrendered;
(ii) by tendering a principal amount of Notes in integral multiples of $1,000, including any accrued but unpaid interest thereon up to, but not including, the Exercise Date, equal to, together with any payment of cash pursuant to Section 10(b)(i) above, the Exercise Price; or
(iii) solely by the surrender of the applicable Warrant Certificate, and without the payment of the Exercise Price in cash, for such number of shares of Common Stock equal to the product of (1) the number of shares of Common Stock for which such Warrant is exercisable upon payment of the Exercise Price in cash as of the date of exercise and (2) the Cashless Exercise Ratio (such exercise, a "Cashless -------- Exercise"). No payment or adjustment -------- For purposes of this Agreement, the "Cashless Exercise Ratio" shall be made on account equal a ----------------------- fraction, the numerator of any dividends which is the excess of the Closing Price per share of the Common Stock on the Shares issued upon exercise last Trading Day before the Exercise Date (determined as set forth in Section 10(c)) over the Exercise Price Per Share (as defined below) as of a Warrant.
(d) the last Trading Day before the Exercise Date and the denominator of which is the Closing Price per share of the Common Stock on the last Trading Day before the Exercise Date. Upon such surrender of a Warrant Certificate and representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of shares of Common Stock deliverable upon a Cashless Exercise shall be equal to the number of shares of Common Stock for which such Warrants are exercisable (or if only a portion of such Warrants are being exercised, such number of shares of Common Stock issuable upon exercise of the Warrants that the holder specifies are to be exercised pursuant to a Cashless Exercise) upon payment and collection of the Exercise Price at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The “Exercise Date” for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m., New York City, New York time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City, New York time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City, New York time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date. If all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent after 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.
(e) Upon the exercise of a Warrant in accordance with the terms hereof, the receipt of a Warrant Certificate and payment of the Exercise Price, the Warrant Agent shall: (i) cause an amount equal to the Exercise Price to be paid to the Company by crediting the same to the account designated by the Company in writing to the Warrant Agent for that purpose; (ii) advise the Company immediately by telephone of the amount so deposited to the Company’s account and promptly confirm such telephonic advice in writing and (iii) as soon as practicable, advise the Company in writing of the number of Warrants (giving effect to Section 5.01(i) below) exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, the instructions of each exercising holder of the Warrant Certificates with respect to delivery of the Shares to which such holder is entitled upon such exercise, and such other information as the Company shall reasonably request.
(f) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with the terms hereof, the Company shall issue or cause to be issued to or upon the written order of the registered holder of the Warrant Certificate evidencing such exercised Warrant or Warrants, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Election to Exercise, as set forth on the reverse of the Warrant Certificate. The Warrant Agent shall have no obligation to ascertain the number of Shares to be issued with respect to the exercised Warrant or Warrants. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares cash as of the close date of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to or upon the written order of the registered holder of such Warrant Certificate, a new Warrant Certificate, countersigned multiplied by the Warrant Agent pursuant to the Company’s written instruction, evidencing the number of Warrants, if any, remaining unexercised unless such Warrants shall have expiredCashless Exercise Ratio.
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Samples: Warrant Agreement (Tivo Inc)
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of each Warrant Warrants shall have the right to purchase from the Company on or after the Effective Separability Date (the “"Exercisability Date”") and on or prior to the Expiration Date one 10.51 fully paid, registered paid and non-assessable ShareShares per each Warrant such holder owns, at the purchase price of $5.00 for each share purchased upon the exercise of the Warrants (the “Exercise Price”), in each case subject to adjustment in accordance with Article V hereof,, at the initial purchase price of $ 1.16875 for each Share purchased subject to adjustment in accordance with Article V hereof (the "Exercise Price").
(b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any office or agency maintained for that purpose by the Company pursuant to Section 1.10 (each a “Warrant Exercise Office”) Agent Office the Warrant Certificate evidencing such Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the “"Election to Exercise”") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and (ii) paying in full the Exercise Price (by delivering the consideration specified in Section 2.02(c)(i) or Section 2.02(g)) for each such Warrant exercised Share purchased and any other amounts required to be paid pursuant to Section 1.08(i) 4.01 hereof. Each Warrant may be exercised only in whole.
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made either (i) in cash or by certified or official bank check payable to be the order of the Company, delivered to the office or agency where the Warrant Certificate is being surrenderedsurrendered or (ii) by "cashless" or "net-issue" exercise pursuant to Section 2.02(g). No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant.
(d) Upon such surrender of a Warrant Certificate and payment and collection of the Exercise Price at any Warrant Exercise Agent Office (other than any Warrant Exercise Agent Office that also is an office of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The “"Exercise Date” " for a Warrant shall be the date when all of the items referred to in paragraph (b) and the first sentence of paragraphs (b) and paragraph (c) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m., New York City, New York City time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in paragraph (b) and the first sentence of paragraphs (b) and paragraph (c) are received after 2:00 p.m., New York City, New York City time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City, New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date. If all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent after 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.
(e) Upon the exercise of a Warrant in accordance with the terms hereof, the receipt of a Warrant Certificate and payment of the Exercise Price, the Warrant Agent shall: (i) cause an amount equal to the Exercise Price to be paid to the Company by crediting the same to the account designated by the Company in writing to the Warrant Agent for that purpose; (ii) advise the Company immediately by telephone of the amount so deposited to the Company’s account and promptly confirm such telephonic advice in writing and (iii) as soon as practicable, advise the Company in writing of the number of Warrants (giving effect to Section 5.01(i) below) exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, the instructions of each exercising holder of the Warrant Certificates with respect to delivery of the Shares to which such holder is entitled upon such exercise, and such other information as the Company shall reasonably request.
(f) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with the terms hereof, the Company shall issue or cause to be issued to or upon the written order of the registered holder of the Warrant Certificate evidencing such exercised Warrant or Warrants, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Election to Exercise, as set forth on the reverse of the Warrant Certificate. The Warrant Agent shall have no obligation to ascertain the number of Shares to be issued with respect to the exercised Warrant or Warrants. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares as of the close of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to or upon the written order of the registered holder of such Warrant Certificate, a new Warrant Certificate, countersigned by the Warrant Agent pursuant to the Company’s written instruction, evidencing the number of Warrants, if any, remaining unexercised unless such Warrants shall have expired.
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Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of each Warrant Warrants shall have the right to purchase from the Company on or after the Effective Date date hereof (the “"Exercisability Date”") and on or prior to the Expiration Date one 0.41524 fully paid, registered paid and non-assessable ShareShares per each Warrant such holder owns, at the purchase price of $5.00 for each share purchased upon the exercise of the Warrants (the “Exercise Price”), in each case subject to adjustment in accordance with Article V hereof,, at the initial purchase price of $1.00 for each Share purchased subject to adjustment in accordance with Article V hereof (the "Exercise Price").
(b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any office or agency maintained for that purpose by the Company pursuant to Section 1.10 (each a “Warrant Exercise Office”) Agent Office the Warrant Certificate evidencing such Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the “"Election to Exercise”") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and (ii) paying in full the Exercise Price for each such Warrant exercised Share purchased and any other amounts required to be paid pursuant to Section 1.08(i) 4.01 hereof. Each Warrant may be exercised only in whole.
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash or by certified or official bank check payable to be the order of the Company, delivered to the office or agency where the Warrant Certificate is being surrendered. No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant.
(d) Upon such surrender of a Warrant Certificate and payment and collection of the Exercise Price at any Warrant Exercise Agent Office (other than any Warrant Exercise Agent Office that also is an office of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The “"Exercise Date” " for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m., New York City, New York City time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City, New York City time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City, New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date. If all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent after 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.
(e) Upon the exercise of a Warrant in accordance with the terms hereof, the receipt of a Warrant Certificate and payment of the Exercise Price, the Warrant Agent shall: (i) cause an amount equal to the Exercise Price to be paid to the Company by crediting the same to the account designated by the Company in writing to the Warrant Agent for that purpose; (ii) advise the Company immediately by telephone of the amount so deposited to the Company’s account and promptly confirm such telephonic advice in writing and (iii) as soon as practicable, advise the Company in writing of the number of Warrants (giving effect to Section 5.01(i) below) exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, the instructions of each exercising holder of the Warrant Certificates with respect to delivery of the Shares to which such holder is entitled upon such exercise, and such other information as the Company shall reasonably request.
(f) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with the terms hereof, the Company shall issue or cause to be issued to or upon the written order of the registered holder of the Warrant Certificate evidencing such exercised Warrant or Warrants, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Election to Exercise, as set forth on the reverse of the Warrant Certificate. The Warrant Agent shall have no obligation to ascertain the number of Shares to be issued with respect to the exercised Warrant or Warrants. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares as of the close of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to or upon the written order of the registered holder of such Warrant Certificate, a new Warrant Certificate, countersigned by the Warrant Agent pursuant to the Company’s written instruction, evidencing the number of Warrants, if any, remaining unexercised unless such Warrants shall have expired.
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