Common use of Exercise; Issuance of Certificates; Payment for Shares Clause in Contracts

Exercise; Issuance of Certificates; Payment for Shares. The exercise of this Warrant shall be subject to the following conditions: (1) the Holder may not exercise its right under this Warrant to subscribe for 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game in the PRC has reached 100,000 prior to and/or by the end of August 4, 2007; (2) the Holder may not exercise its right under this Warrant to subscribe for an additional 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game in the PRC has reached 200,000 prior to and/or by the end of August 4, 2007; and (3) the Holder may not exercise its right under this Warrant to subscribe for the remaining 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game in the PRC has reached 300,000 prior to and/or by the end of August 4, 2007. Notwithstanding the above conditions, if in respect of any Valid Period the Holder expects that the above conditions cannot be met, and prior to the expiration of such Valid Period, the Holder submits to the Company a request to exercise the Warrant and reasonable evidence proving that such failure to meet the conditions is caused solely due to the quality or technical problems of the Company's servers or other facilities and without any default on the part of the Holder under this Warrant or any default on the party of the Holder under the Software License Agreement entered into between the Holder and T2 Entertainment dated August 4, 2005, the Holder shall still be entitled to subscribe for the Warrant Shares available for such Valid Period within five (5) days after the expiration of such Valid Period. This Warrant shall be null and void for the Common Shares not exercised hereunder immediately upon the stoppage of T2 Entertainment operating the Localized Game due to breach by the Holder of the Software License Agreement in connection with the Localized Game entered into between the Holder and T2 Entertainment dated August 4, 2005. The Company agrees that the Common Shares to be purchased under this Warrant shall be and are deemed to be issued to the Holder hereof (or to the nominee of the Holder) as the recorded owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, and the completed, executed Form of Subscription shall have been delivered, and payment shall have been made for such shares, subject to the entry of such shares in the register of members of the Company, which the Company shall undertake to do immediately upon presentation of the Form of Subscription. Certificates for the Common Shares so purchased shall be delivered to the Holder hereof by the Company at the Company's expense within a reasonable time after the rights represented by this Warrant have been so exercised. Each share certificate so delivered shall be in such denominations of Common Shares as may be requested by the Holder hereof and shall be registered in the name of the Holder or in the name of the Holder's nominee. In case of a purchase of less than all the Warrant Shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new warrant or warrants of like tenor for the balance of the shares purchasable under the Warrant, surrendered upon such purchase to the Holder hereof within a reasonable time.

Appears in 2 contracts

Samples: Share Subscription Agreement (T2CN Holding LTD), T2CN Holding LTD

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Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part (but not as to a fractional share) at the principal office of the Company at 5038 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000 (xx such office or agency of the Company as it may from time to time reasonably designate) at any time within the aforementioned period, and by payment to the Company by certified check or bank draft of the Warrant Exercise Price for such shares. The Holder may also exercise this Warrant in whole or in part in a "cashless" or "net-issue" exercise. In the latter event, the Holder will deliver this Warrant to the Company with a notice stating the number of shares to be delivered to the Holder and the number of shares with respect to which the Warrant is being surrendered in payment of the aggregate Warrant Exercise Price for the shares to be delivered to the Holder. For purposes of this provision, all shares as to which the Warrant is surrendered will be valued at the Current Market Price (as defined below). The notice accompanying the Warrant shall also set forth the number of shares remaining subject to the Warrant. As an example of the foregoing, if the Warrant Exercise Price 26 is $5.00 per share, the Current market Price is $10.00 per share, and the Warrant were exercised for 1,000 shares, the Company would deliver 500 shares of the Company's Common Stock to the Holder and the Warrant would be surrendered for exercise with respect to the remaining 500 shares in payment of the $5,000 Aggregate Warrant Exercise Price. The Company shall not be obligated to issue fractional shares of Common Stock upon exercise of this Warrant but shall be subject pay to the following conditions: (1) the Holder may not exercise its right under this Warrant to subscribe for 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game an amount in the PRC has reached 100,000 prior to and/or by the end of August 4, 2007; (2) the Holder may not exercise its right under this Warrant to subscribe for an additional 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game in the PRC has reached 200,000 prior to and/or by the end of August 4, 2007; and (3) the Holder may not exercise its right under this Warrant to subscribe for the remaining 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game in the PRC has reached 300,000 prior to and/or by the end of August 4, 2007. Notwithstanding the above conditions, if in respect of any Valid Period the Holder expects that the above conditions cannot be met, and prior cash equal to the expiration of Current Market Price per share multiplied by such Valid Period, the Holder submits fraction (rounded to the Company a request to exercise the Warrant and reasonable evidence proving that such failure to meet the conditions is caused solely due to the quality or technical problems of the Company's servers or other facilities and without any default on the part of the Holder under this Warrant or any default on the party of the Holder under the Software License Agreement entered into between the Holder and T2 Entertainment dated August 4, 2005, the Holder shall still be entitled to subscribe for the Warrant Shares available for such Valid Period within five (5) days after the expiration of such Valid Period. This Warrant shall be null and void for the Common Shares not exercised hereunder immediately upon the stoppage of T2 Entertainment operating the Localized Game due to breach by the Holder of the Software License Agreement in connection with the Localized Game entered into between the Holder and T2 Entertainment dated August 4, 2005nearest cent). The Company agrees that the Common Shares to be shares so purchased under this Warrant shall be and are deemed to be issued to the Holder hereof (or to the nominee of the Holder) as the recorded record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, and the completed, executed Form of Subscription shall have been delivered, surrendered and payment shall have been made for such shares, subject shares as aforesaid. Subject to the entry of such shares in the register of members provisions of the Companynext succeeding paragraph and this paragraph 1, which the Company shall undertake to do immediately upon presentation of the Form of Subscription. Certificates certificates for the Common Shares shares of stock so purchased shall be delivered to the Holder hereof by the Company at the Company's expense within a reasonable time four business days after the rights represented by this Warrant shall have been so exercised. Each share certificate so delivered shall be in such denominations of Common Shares as may be requested by the Holder hereof and shall be registered in the name of the Holder or in the name of the Holder's nominee. In case of a purchase of less than all the Warrant Shares which may be purchased under this Warrant, the Company shall cancel and, unless this Warrant and execute and deliver has expired, a new warrant Warrant shall not then have been exercised or warrants of like tenor for the balance of the shares purchasable under the Warrant, surrendered upon such purchase shall also be delivered to the Holder hereof within a reasonable timetwo business days.

Appears in 1 contract

Samples: Nevada Manhattan Mining Inc

Exercise; Issuance of Certificates; Payment for Shares. The This Warrant is exercisable at the option of the Holder of record hereof, at any time or from time to time after the Restricted Period (as defined below), up to the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder, provided, however, that in no event shall the Holder be entitled to exercise any portion of the Warrant in excess of that portion of the Warrant upon exercise of this Warrant shall be subject to which the following conditions: sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may not exercise its right under this Warrant to subscribe for 1,000,000 Common Shares unless and until be deemed beneficially owned through the Number of Concurrent Users ownership of the Localized Game in unexercised portion of the PRC has reached 100,000 prior Warrant and the unconverted portion of the Company's Convertible Notes issued to and/or by the end of August 4, 2007; Holder) and (2) the Holder may not number of shares of Common Stock issuable upon the exercise its right under this Warrant to subscribe for an additional 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game in the PRC has reached 200,000 prior to and/or by the end of August 4, 2007; and (3) the Holder may not exercise its right under this Warrant to subscribe for the remaining 1,000,000 Common Shares unless and until the Number of Concurrent Users portion of the Localized Game Warrant with respect to which the determination of this proviso is being made, would result in the PRC has reached 300,000 prior to and/or beneficial ownership by the end of August 4, 2007. Notwithstanding the above conditions, if in respect of any Valid Period the Holder expects that the above conditions cannot be met, and prior to the expiration of such Valid Period, the Holder submits to the Company a request to exercise the Warrant and reasonable evidence proving that such failure to meet the conditions is caused solely due to the quality or technical problems of the Company's servers or other facilities and without any default on the part of the Holder under this Warrant or any default on the party of the Holder under the Software License Agreement entered into between the Holder and T2 Entertainment dated August 4its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, 2005beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, the Holder shall still be entitled to subscribe for the Warrant Shares available for such Valid Period within five as amended, and Regulations 13 D-G thereunder, except as otherwise provided in clause (51) days after the expiration of such Valid Period. This Warrant shall be null and void for the Common Shares not exercised hereunder immediately upon the stoppage of T2 Entertainment operating the Localized Game due to breach by the Holder of the Software License Agreement in connection with the Localized Game entered into between the Holder and T2 Entertainment dated August 4, 2005proviso. The Company agrees that the shares of Common Shares to be Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof (or to the nominee of the Holder) as the recorded record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, and the completed, executed Subscription Form of Subscription shall have been delivered, (attached as Exhibit A) delivered and payment shall have been made for such shares, subject to the entry of such shares in the register of members of the Company, which the Company shall undertake to do immediately upon presentation of the Form of Subscription. Certificates for the shares of Common Shares Stock so purchased purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company's expense within a reasonable time after the rights represented by this Warrant have been so exercised. Each share certificate so delivered shall be in such denominations of Common Shares as may be requested by exercised and will contain a legend indicating that the Holder hereof and shall be shares have not been registered in under the name of the Holder or in the name of the Holder's nomineeAct. In case of a purchase of less than all the Warrant Shares shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new warrant Warrant or warrants Warrants of like tenor for the balance of the shares purchasable under the Warrant, Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be required by the Holder hereof and shall be registered in the name of such Holder. The Company will not issue shares of Common Stock resulting from the exercise of this Warrant or issue balance Warrant or Warrants to any "U.S. Person." EXHIBIT 99.3 (CONTINUED)

Appears in 1 contract

Samples: Pinnacle Micro Inc

Exercise; Issuance of Certificates; Payment for Shares. The This Warrant is exercisable at the option of the Holder of record hereof, at any time or from time to time after the Restricted Period (as defined below), up to the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder pursuant to the vesting schedule contained in the next sentence, provided, however, that in no event shall the Holder be entitled to exercise any portion of the Warrant in excess of that portion of the Warrant upon exercise of this Warrant shall be subject to which the following conditions: sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may not exercise its right under this Warrant to subscribe for 1,000,000 Common Shares unless and until be deemed beneficially owned through the Number of Concurrent Users ownership of the Localized Game in unexercised portion of the PRC has reached 100,000 prior Warrant and the unconverted portion of the Company's Convertible Notes issued to and/or by the end of August 4, 2007; Holder) and (2) the Holder may not number of shares of Common Stock issuable upon the exercise its right under this Warrant to subscribe for an additional 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game portion of the Warrant with respect to which the determination of this proviso is being made, would result in the PRC has reached 200,000 prior to and/or beneficial ownership by the end Holder and its affiliates of August 4, 2007; and (3) the Holder may not exercise its right under this Warrant to subscribe for the remaining 1,000,000 Common Shares unless and until the Number of Concurrent Users more than 4.9% of the Localized Game outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the PRC has reached 300,000 prior to and/or by the end Securities Exchange Act of August 41934, 2007. Notwithstanding the above conditions, if in respect of any Valid Period the Holder expects that the above conditions cannot be metas amended, and prior to Regulations 13 D-G thereunder, except as otherwise provided in clause (1) of such proviso. The Warrant shall vest upon the expiration of such Valid Period, the Holder submits to the Company a request to exercise the Warrant and reasonable evidence proving that such failure to meet the conditions is caused solely due to the quality or technical problems of the Company's servers or other facilities and without any default on the part of the Holder under this Warrant or any default on the party of the Holder under the Software License Agreement entered into between the Holder and T2 Entertainment dated August 4, 2005, the Holder shall still be entitled to subscribe for the Warrant Shares available for such Valid Period within forty-five (545) days after day period following the expiration of such Valid Period. This Warrant shall be null and void for the Common Shares not exercised hereunder immediately upon the stoppage of T2 Entertainment operating the Localized Game due to breach by the Holder of the Software License Agreement in connection with the Localized Game entered into between the Holder and T2 Entertainment dated August 4, 2005Closing Date. The Company agrees that the shares of Common Shares to be Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof (or to the nominee of the Holder) as the recorded record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, and the completed, executed Subscription Form of Subscription shall have been delivered, (attached as Exhibit A) delivered and payment shall have been made for such shares, subject to the entry of such shares in the register of members of the Company, which the Company shall undertake to do immediately upon presentation of the Form of Subscription. Certificates for the shares of Common Shares Stock so purchased purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company's expense within a reasonable time after the rights represented by this Warrant have been so exercised. Each share certificate so delivered shall be in such denominations of Common Shares as may be requested by exercised and will contain a legend indicating that the Holder hereof and shall be shares have not been registered in under the name of the Holder or in the name of the Holder's nomineeAct. In case of a purchase of less than all the Warrant Shares shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new warrant Warrant or warrants Warrants of like tenor for the balance of the shares purchasable under the Warrant, Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be required by the Holder hereof and shall be registered in the name of such Holder.

Appears in 1 contract

Samples: Citadel Computer Systems Inc

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part (but not as to a fractional share) at the principal office of the Company at 5038 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000 (xx such office or agency of the Company as it may from time to time reasonably designate) at any time within the aforementioned period, and by payment to the Company by certified check or bank draft of the Warrant Exercise Price for such shares. The Holder may also exercise this Warrant in whole or in part in a "cashless" or "net-issue" exercise. In the latter event, the Holder will deliver this Warrant to the Company with a notice stating the number of shares to be delivered to the Holder and the number of shares with respect to which the Warrant is being surrendered in payment of the aggregate Warrant Exercise Price for the shares to be delivered to the Holder. For purposes of this provision, all shares as to which the Warrant is surrendered will be valued at the Current Market Price (as defined below). The notice accompanying the Warrant shall also set forth the number of shares remaining subject to the Warrant. As an example of the foregoing, if the Warrant Exercise Price 38 is $5.00 per share, the Current market Price is $10.00 per share, and the Warrant were exercised for 1,000 shares, the Company would deliver 500 shares of the Company's Common Stock to the Holder and the Warrant would be surrendered for exercise with respect to the remaining 500 shares in payment of the $5,000 Aggregate Warrant Exercise Price. The Company shall not be obligated to issue fractional shares of Common Stock upon exercise of this Warrant but shall be subject pay to the following conditions: (1) the Holder may not exercise its right under this Warrant to subscribe for 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game an amount in the PRC has reached 100,000 prior to and/or by the end of August 4, 2007; (2) the Holder may not exercise its right under this Warrant to subscribe for an additional 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game in the PRC has reached 200,000 prior to and/or by the end of August 4, 2007; and (3) the Holder may not exercise its right under this Warrant to subscribe for the remaining 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game in the PRC has reached 300,000 prior to and/or by the end of August 4, 2007. Notwithstanding the above conditions, if in respect of any Valid Period the Holder expects that the above conditions cannot be met, and prior cash equal to the expiration of Current Market Price per share multiplied by such Valid Period, the Holder submits fraction (rounded to the Company a request to exercise the Warrant and reasonable evidence proving that such failure to meet the conditions is caused solely due to the quality or technical problems of the Company's servers or other facilities and without any default on the part of the Holder under this Warrant or any default on the party of the Holder under the Software License Agreement entered into between the Holder and T2 Entertainment dated August 4, 2005, the Holder shall still be entitled to subscribe for the Warrant Shares available for such Valid Period within five (5) days after the expiration of such Valid Period. This Warrant shall be null and void for the Common Shares not exercised hereunder immediately upon the stoppage of T2 Entertainment operating the Localized Game due to breach by the Holder of the Software License Agreement in connection with the Localized Game entered into between the Holder and T2 Entertainment dated August 4, 2005nearest cent). The Company agrees that the Common Shares to be shares so purchased under this Warrant shall be and are deemed to be issued to the Holder hereof (or to the nominee of the Holder) as the recorded record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, and the completed, executed Form of Subscription shall have been delivered, surrendered and payment shall have been made for such shares, subject shares as aforesaid. Subject to the entry of such shares in the register of members provisions of the Companynext succeeding paragraph and this paragraph 1, which the Company shall undertake to do immediately upon presentation of the Form of Subscription. Certificates certificates for the Common Shares shares of stock so purchased shall be delivered to the Holder hereof by the Company at the Company's expense within a reasonable time four business days after the rights represented by this Warrant shall have been so exercised. Each share certificate so delivered shall be in such denominations of Common Shares as may be requested by the Holder hereof and shall be registered in the name of the Holder or in the name of the Holder's nominee. In case of a purchase of less than all the Warrant Shares which may be purchased under this Warrant, the Company shall cancel and, unless this Warrant and execute and deliver has expired, a new warrant Warrant shall not then have been exercised or warrants of like tenor for the balance of the shares purchasable under the Warrant, surrendered upon such purchase shall also be delivered to the Holder hereof within a reasonable timetwo business days.

Appears in 1 contract

Samples: Nevada Manhattan Mining Inc

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Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part (but not as to a fractional share) at the principal office of the Company at 5038 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000 (xx such office or agency of the Company as it may from time to time reasonably designate) at any time within the aforementioned period, and by payment to the Company by certified check or bank draft of the Warrant Exercise Price for such shares. The Holder may also exercise this Warrant in whole or in part in a "cashless" or "net-issue" exercise. In the latter event, the Holder will deliver this Warrant to the Company with a notice stating the number of shares to be delivered to the Holder and the number of shares with respect to which the Warrant is being surrendered in payment of the aggregate Warrant Exercise Price for the shares to be delivered to the Holder. For purposes of this provision, all shares as to which the Warrant is surrendered will be valued at the Current Market Price (as defined below). The notice accompanying the Warrant shall also set forth the number of shares remaining subject to the Warrant. As an example of the foregoing, if the Warrant Exercise Price 14 is $5.00 per share, the Current market Price is $10.00 per share, and the Warrant were exercised for 1,000 shares, the Company would deliver 500 shares of the Company's Common Stock to the Holder and the Warrant would be surrendered for exercise with respect to the remaining 500 shares in payment of the $5,000 Aggregate Warrant Exercise Price. The Company shall not be obligated to issue fractional shares of Common Stock upon exercise of this Warrant but shall be subject pay to the following conditions: (1) the Holder may not exercise its right under this Warrant to subscribe for 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game an amount in the PRC has reached 100,000 prior to and/or by the end of August 4, 2007; (2) the Holder may not exercise its right under this Warrant to subscribe for an additional 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game in the PRC has reached 200,000 prior to and/or by the end of August 4, 2007; and (3) the Holder may not exercise its right under this Warrant to subscribe for the remaining 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game in the PRC has reached 300,000 prior to and/or by the end of August 4, 2007. Notwithstanding the above conditions, if in respect of any Valid Period the Holder expects that the above conditions cannot be met, and prior cash equal to the expiration of Current Market Price per share multiplied by such Valid Period, the Holder submits fraction (rounded to the Company a request to exercise the Warrant and reasonable evidence proving that such failure to meet the conditions is caused solely due to the quality or technical problems of the Company's servers or other facilities and without any default on the part of the Holder under this Warrant or any default on the party of the Holder under the Software License Agreement entered into between the Holder and T2 Entertainment dated August 4, 2005, the Holder shall still be entitled to subscribe for the Warrant Shares available for such Valid Period within five (5) days after the expiration of such Valid Period. This Warrant shall be null and void for the Common Shares not exercised hereunder immediately upon the stoppage of T2 Entertainment operating the Localized Game due to breach by the Holder of the Software License Agreement in connection with the Localized Game entered into between the Holder and T2 Entertainment dated August 4, 2005nearest cent). The Company agrees that the Common Shares to be shares so purchased under this Warrant shall be and are deemed to be issued to the Holder hereof (or to the nominee of the Holder) as the recorded record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, and the completed, executed Form of Subscription shall have been delivered, surrendered and payment shall have been made for such shares, subject shares as aforesaid. Subject to the entry of such shares in the register of members provisions of the Companynext succeeding paragraph and this paragraph 1, which the Company shall undertake to do immediately upon presentation of the Form of Subscription. Certificates certificates for the Common Shares shares of stock so purchased shall be delivered to the Holder hereof by the Company at the Company's expense within a reasonable time four business days after the rights represented by this Warrant shall have been so exercised. Each share certificate so delivered shall be in such denominations of Common Shares as may be requested by the Holder hereof and shall be registered in the name of the Holder or in the name of the Holder's nominee. In case of a purchase of less than all the Warrant Shares which may be purchased under this Warrant, the Company shall cancel and, unless this Warrant and execute and deliver has expired, a new warrant Warrant shall not then have been exercised or warrants of like tenor for the balance of the shares purchasable under the Warrant, surrendered upon such purchase shall also be delivered to the Holder hereof within a reasonable timetwo business days.

Appears in 1 contract

Samples: Nevada Manhattan Mining Inc

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part (but not as to a fractional share) at the principal office of the Company at 5038 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000 (xx such office or agency of the Company as it may from time to time reasonably designate) at any time within the aforementioned period, and by payment to the Company by certified check or bank draft of the Warrant Exercise Price for such shares. The Holder may also exercise this Warrant in whole or in part in a "cashless" or "net-issue" exercise. In the latter event, the Holder will deliver this Warrant to the Company with a notice stating the number of shares to be delivered to the Holder and the number of shares with respect to which the Warrant is being surrendered in payment of the aggregate Warrant Exercise Price for the shares to be delivered to the Holder. For purposes of this provision, all shares as to which the Warrant is surrendered will be valued at the Current Market Price (as defined below). The notice accompanying the Warrant shall also set forth the number of shares remaining subject to the Warrant. As an example of the foregoing, if the Warrant Exercise Price 2 is $5.00 per share, the Current market Price is $10.00 per share, and the Warrant were exercised for 1,000 shares, the Company would deliver 500 shares of the Company's Common Stock to the Holder and the Warrant would be surrendered for exercise with respect to the remaining 500 shares in payment of the $5,000 Aggregate Warrant Exercise Price. The Company shall not be obligated to issue fractional shares of Common Stock upon exercise of this Warrant but shall be subject pay to the following conditions: (1) the Holder may not exercise its right under this Warrant to subscribe for 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game an amount in the PRC has reached 100,000 prior to and/or by the end of August 4, 2007; (2) the Holder may not exercise its right under this Warrant to subscribe for an additional 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game in the PRC has reached 200,000 prior to and/or by the end of August 4, 2007; and (3) the Holder may not exercise its right under this Warrant to subscribe for the remaining 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game in the PRC has reached 300,000 prior to and/or by the end of August 4, 2007. Notwithstanding the above conditions, if in respect of any Valid Period the Holder expects that the above conditions cannot be met, and prior cash equal to the expiration of Current Market Price per share multiplied by such Valid Period, the Holder submits fraction (rounded to the Company a request to exercise the Warrant and reasonable evidence proving that such failure to meet the conditions is caused solely due to the quality or technical problems of the Company's servers or other facilities and without any default on the part of the Holder under this Warrant or any default on the party of the Holder under the Software License Agreement entered into between the Holder and T2 Entertainment dated August 4, 2005, the Holder shall still be entitled to subscribe for the Warrant Shares available for such Valid Period within five (5) days after the expiration of such Valid Period. This Warrant shall be null and void for the Common Shares not exercised hereunder immediately upon the stoppage of T2 Entertainment operating the Localized Game due to breach by the Holder of the Software License Agreement in connection with the Localized Game entered into between the Holder and T2 Entertainment dated August 4, 2005nearest cent). The Company agrees that the Common Shares to be shares so purchased under this Warrant shall be and are deemed to be issued to the Holder hereof (or to the nominee of the Holder) as the recorded record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, and the completed, executed Form of Subscription shall have been delivered, surrendered and payment shall have been made for such shares, subject shares as aforesaid. Subject to the entry of such shares in the register of members provisions of the Companynext succeeding paragraph and this paragraph 1, which the Company shall undertake to do immediately upon presentation of the Form of Subscription. Certificates certificates for the Common Shares shares of stock so purchased shall be delivered to the Holder hereof by the Company at the Company's expense within a reasonable time four business days after the rights represented by this Warrant shall have been so exercised. Each share certificate so delivered shall be in such denominations of Common Shares as may be requested by the Holder hereof and shall be registered in the name of the Holder or in the name of the Holder's nominee. In case of a purchase of less than all the Warrant Shares which may be purchased under this Warrant, the Company shall cancel and, unless this Warrant and execute and deliver has expired, a new warrant Warrant shall not then have been exercised or warrants of like tenor for the balance of the shares purchasable under the Warrant, surrendered upon such purchase shall also be delivered to the Holder hereof within a reasonable timetwo business days.

Appears in 1 contract

Samples: Nevada Manhattan Mining Inc

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