Exercise of the Warrants. Warrants may be exercised at any time on or after March 1, 2001 and prior to 5:00 p.m. New York City time on March 1, 2006 (the "Expiration Date"). The holder of Warrants evidenced by this Warrant Certificate may exercise such Warrants by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment to the Company of the Exercise Price for each Warrant then exercised. Exercise of this Warrant by a person other than the registered holder named in the preamble of this warrant is subject to the approval of such person for admission as a member of the company by the members of the company who may grant or withhold such consent in their absolute discretion. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, the Company shall issue to the holder hereof or his permitted assignee a new Warrant Certificate evidencing the number of Warrants not exercised. No cash dividend shall be paid to a holder of Warrants Shares issuable upon the exercise of Warrants unless such holder was, as of the record date for the declaration of such dividend, the record holder of such Warrant Shares. No Warrant may be exercised after the Expiration Date, and to the extent not exercised by such time, such Warrants shall become void. The Company shall give notice of expiration not less than 90 nor more than 120 days prior to the Expiration Date to the registered holders of the then outstanding Warrants; provided, however, that if the Company fails to give such notice, the Warrants shall still terminate and become void on the Expiration Date.
Exercise of the Warrants. The shares of Common Stock issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants have been duly authorized and reserved for issuance upon exercise thereof and, when issued and delivered against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement, will be validly issued, fully paid and nonassessable. The holders of such shares of Common Stock are not and will not be subject to personal liability by reason of being such holders; such shares of Common Stock are not and will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock (other than such execution (if applicable), countersignature (if applicable) and delivery at the time of issuance) has been duly and validly taken.
Exercise of the Warrants. At any time prior to the Expiration Date, the Holder shall be entitled to exercise some or all of the Warrants represented by this Warrant Certificate and purchase an equal number of Common Shares upon surrender of this Certificate at the principal office of the Company, together with:
(i) the form of Election to Purchase annexed hereto duly executed; and
(ii) a certified cheque of bank draft, payable at par, in Canadian currency, to or to the order of the Company, in the amount of the Exercise Price per Warrant (as hereinafter determined) multiplied by the number of Warrants being so converted. The exercise price per Warrant to be exercised shall be one (US$1.00) United States dollar (the "Exercise Price"). Upon the exercise of less than all of the Warrants to purchase the Common Shares evidenced by this Warrant Certificate, there shall be issued to the Holder a new Warrant Certificate in respect of the Warrants not exercised.
Exercise of the Warrants. (i) Subject to the provisions of Section 6.2(d)(iii), the TowerBrook Partners shall have the exclusive right to cause Series TB to exercise any or all TowerBrook Allocable Warrants to purchase Company Common Shares; provided that the TowerBrook Partners shall be required at the same time to make a Capital Contribution to Series TB equal to the exercise price of such TowerBrook Allocable Warrants unless, at the direction of the TowerBrook Partners, a cashless exercise feature shall be used.
(ii) Subject to the provisions of Section 6.2(d)(iii), the AS Partners shall have the exclusive right to cause Series AS to exercise any or all Ascension Allocable Warrants to purchase Company Common Shares; provided that the AS Partners shall be required at the same time to make a Capital Contribution to Series AS equal to the exercise price of such Ascension Allocable Warrants unless, at the direction of the AS Partners, a cashless exercise feature shall be used.
(iii) Notwithstanding anything to the contrary in Sections 6.2(d)(i) and 6.2(d)(ii), the Board shall have the right to cause the Partnership to exercise all, but not part, of the Warrant held by the Partnership; provided, however, that the Warrant shall not be exercised unless (A) the prior written consent of Series TB is obtained (for the avoidance of doubt, whether or not the TowerBrook Ownership Threshold is met) and (B) either (x) a cashless exercise feature is available and, at the time of exercise, the Warrant is in-the-money or (y) the consent of Series AS is obtained. If the Partnership exercises the entire Warrant without the prior written consent of Series AS, the cashless exercise feature must be used to exercise the entire Warrant unless Series TB or Series AS provides the Partnership with notice to the contrary pursuant to the last sentence of this subsection (iii). The Board shall notify in writing the Limited Partners of its decision to exercise the entire Warrant at least ten (10) Business Days prior to such exercise, and the cashless exercise feature shall be utilized for such exercise unless an instruction to pay the exercise price in cash is supplied by the applicable Limited Partners to the Board at least two (2) Business Days prior to such exercise, and such instruction will apply only to the portion of the Warrant allocable to such Limited Partners’ Series.
Exercise of the Warrants. The shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and reserved for issuance upon exercise thereof and, when issued and delivered against payment therefor pursuant to the Warrants and the Warrant Agreement, will be validly issued, fully paid and nonassessable. Such shares of Common Stock are not and will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock (other than such execution (if applicable), countersignature (if applicable) and delivery at the time of issuance) has been duly and validly taken.
Exercise of the Warrants. The undersigned hereby agree that the Warrant Agreement is hereby amended by adding the following last two sentences to Section 3.3.2: “In no event will the registered holder of a Warrant be entitled to receive a net-cash settlement or other consideration in lieu of physical settlement in shares of Common Stock if the Common Stock underlying the Warrants is not covered by an effective registration statement. Accordingly, the Warrants may expire unexercised and worthless if a current registration statement covering the Common Stock is not effective.”
Exercise of the Warrants. (a) In case a Warrant Holder wishes to exercise some or all of its Warrants, it must provide the Company and the Bank during the Warrant Exercise Period a duly completed notice of exercise substantially in the form set out in Annex 2.9(a) (the “Warrant Exercise Notice”) and pay the aggregate Warrant Exercise Price to the blocked bank account at the Bank as further specified in the Warrant Exercise Notice.
(b) A Warrant Exercise Notice, once delivered, shall be irrevocable.
(c) Upon receipt by the Company of the written confirmation from the Bank of payment of the aggregate Warrant Exercise Price, the Company shall in good faith cooperate with the exercising Warrant Holder and promptly take all steps necessary to ensure that the Warrant Shares for which Warrants have been duly exercised in accordance with Clause 2.9(a) will be (i) duly recorded in the Company’s main register (Hauptregister) maintained by SIX SIS AG, (ii) through the facilities of SIX SIS AG and in accordance with the provision of FISA, timely booked to the deposit of the exercising Warrant Holder with the custody bank as instructed by the exercising Warrant Holder in the Warrant Exercise Notice and (iii) enter the exercising Warrant Holder into the Company’s share register as a shareholder of the Company with full voting rights as to the Warrant Shares purchased by the exercising Warrant Holder pursuant to the Warrant Exercise Notice.
Exercise of the Warrants. The Warrants may be exercised upon surrender to the Company, at its principal office, of the certificate evidencing the Warrants to be exercised, together with the Purchase Form on the reverse thereof completed and signed, and upon payment to the Company, of the Exercise Price (as defined in and determined in accordance with the provisions of Sections 2.5 and 6 hereof) for the number of Warrant Shares in respect of which such Warrants are then being exercised (such surrender of Warrants, delivery of the Purchase Form and payment of the Exercise Price hereinafter called the "Exercise of the Warrants"). Upon partial exercise, a Warrant certificate for the unexercised portion shall be delivered by the Company to the Holder. Payment of the Exercise Price shall be by delivery of cash, or a certified or official bank check in the amount of such Exercise Price. Subject to Section 3 hereof, upon such surrender of a Warrant and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder thereof and in such name or names as the Holder may designate, a certificate or certificates for the number of Warrant Shares so
Exercise of the Warrants. Each of the Purchasers agrees that it shall not exercise the Warrants, in whole or in part, on or prior to December 19, 1997, PROVIDED, HOWEVER, each of the Purchasers may elect to exercise Warrants, in whole or in part, prior to such date in the event of any proposed (a) merger or consolidation of the Company into or with another corporation or other entity, (b) sale or other transfer in one or more transactions of 50% or more of the assets or earning power of the Company, (c) tender or exchange offer for securities of the Company, (d) sale or other transfer in one or more transactions of 20% or more of the securities of the Company, or (e) liquidation, dissolution or winding up of the Company.
Exercise of the Warrants. 4.1 The Warrants have a total lifetime of 10 years, which means that the Warrants have an exercise period starting from their respective Vesting Date until, and including, 13 September 2030 (the “Exercise Period”). This means that 1/3 of the Warrants have an exercise of period of 9 years, 1/3 have an exercise period of 8 years and the remaining 1/3 have an exercise period of 7 years. During the Exercise Period, the Warrants may be exercised during specific trading windows following the Company’s publication of quarterly reports (including annual and semi-annual reports). The exact dates for the trading windows will be displayed on the online portal on the Company’s intranet. Warrants not exercised on or before the last day of the Exercise Period will automatically lapse and become void without any further notice or compensation.
4.2 Upon exercise, the Warrant Holder may, for each Warrant, subscribe for 1 share in the Company of a nominal value of DKK 1.00 at the Subscription Price. The Subscription Price may be regulated due to extraordinary events as set out in this Agreement.
4.3 To exercise his/her Warrants, the Warrant Holder must electronically give notice to the Company, using the online portal available on the Company's intranet. Practicalities in connection with the exercise of the Warrants may be changed by the Company. In that case, the Warrant Holder will be notified in writing by the Company.
4.4 The Warrant Holder will pay in cash to the Company an amount equal to the total value of the Warrants (the "Subscription Amount") at the same time as giving notice of the exercise of the Warrants.
