Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 791 contracts

Samples: Warrant Agreement (Taysha Gene Therapies, Inc.), Preferred Stock Warrant Agreement (Taysha Gene Therapies, Inc.), Ordinary Share Warrant Agreement (Bitdeer Technologies Group)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Debt Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 176 contracts

Samples: Warrant Agreement (Taysha Gene Therapies, Inc.), Debt Securities Warrant Agreement (Bitdeer Technologies Group), Warrant Agreement (ACELYRIN, Inc.)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the [Senior] [Subordinated] Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Debt Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 123 contracts

Samples: Debt Securities Warrant Agreement (Kura Oncology, Inc.), Warrant Agreement (Longboard Pharmaceuticals, Inc.), Warrant Agreement (Cidara Therapeutics, Inc.)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Debt Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 110 contracts

Samples: Warrant Agreement (GENELUX Corp), Debt Securities Warrant Agreement (Everspin Technologies Inc), Warrant Agreement (Reneo Pharmaceuticals, Inc.)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 102 contracts

Samples: Preferred Stock Warrant Agreement (SITIME Corp), Preferred Stock Warrant Agreement (GENELUX Corp), Preferred Stock Warrant Agreement (Everspin Technologies Inc)

Appears in 19 contracts

Samples: Common Stock Warrant Agreement (Aptevo Therapeutics Inc.), Common Stock Warrant Agreement (XOMA Corp), Preferred Stock Warrant Agreement (XOMA Corp)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 17 contracts

Samples: Common Stock Warrant Agreement (Mullen Automotive Inc.), Common Stock Warrant Agreement (S&W Seed Co), Preferred Stock Warrant Agreement (S&W Seed Co)

Appears in 15 contracts

Samples: Common Stock Warrant Agreement (Telik Inc), Preferred Stock Warrant Agreement (Volcano Corp), Common Stock Warrant Agreement (Volcano Corp)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the [Senior] [Subordinated] Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate ~~are~~ were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 12 contracts

Samples: Warrant Agreement (Alexza Pharmaceuticals Inc.), Warrant Agreement (Vicuron Pharmaceuticals Inc), Warrant Agreement (Alexza Pharmaceuticals Inc.)

Exercise of Warrants. ~~(a) During the period specified in Section 2.2, the Warrants~~ A Warrant may be exercised upon surrender to ~~purchase a whole number of~~ the Company ("Warrant ~~Securities in registered form by providing certain information as set forth on the reverse side~~ Agent") at its office at Los Angeles, California of the ~~Warrant~~ Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] evidencing the Warrant ~~Price for each Warrant Security~~ to be exercised, together with ~~respect~~ the Purchase Form attached hereto as Exhibit A, duly filled in and signed, and upon payment to ~~which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by~~ the Warrant Agent of the ~~Warrant Certificate~~ Aggregate Exercise Price (as defined in and determined in accordance with the ~~form~~ provisions of ~~election~~ Sections 8 and 11 hereof) for the number of shares with respect to ~~purchase~~ which such Warrant ~~Securities set forth on~~ is then exercised. Payment of the ~~reverse side~~ Aggregate Exercise Price shall be made in cash or by check. Subject to Section 4 hereof, upon the surrender of the Warrant ~~Certificate properly completed~~ and ~~duly executed. The date on which~~ payment ~~in full~~ of the ~~Warrant Price is received by~~ Aggregate Exercise Price, the Warrant Agent ~~shall~~shall promptly issue and cause to be delivered to or as directed by the Holder, ~~subject to receipt~~ and in such name or names as the Holder may designate, a Certificate for the number of full shares purchased upon the exercise of the ~~Warrant~~ Warrant, together with cash as provided in Section 8 hereof; for any fractional shares otherwise issuable upon such exercise. Such Certificate ~~as aforesaid,~~ shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such shares, as of the date ~~on which~~ of the surrender of such Warrant ~~is exercised~~and payment of the Aggregate Exercise Price; provided, however, that if, at the date of ~~receipt~~ surrender of such Warrant ~~Certificates~~ and payment ~~in full~~ of ~~the Warrant~~ such Aggregate Exercise Price, the transfer books for the ~~Warrant Securities~~ shares or other class of stock purchasable upon the exercise of such ~~Warrants~~ Warrant shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the ~~Warrant Securities in~~ shares with respect of to which such ~~Warrants are~~ Warrant is then exercised shall be issuable as of the date on which such ~~next succeeding day on which the transfer~~ books shall next be ~~opened,~~ opened and until such date the Company shall be under no duty to deliver any certificate for such ~~Warrant Securities~~shares; provided further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The ~~Warrant Agent~~ rights of purchase represented by the Warrants shall ~~deposit all funds received by it in payment~~ be exercisable, at the election of the ~~Warrant Price~~ Holders thereof, either in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, full or from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, time in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securitiespart, and in the event that a Warrant Certificate is exercised to purchase less than all of the shares purchasable on such exercise at any ~~such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established~~ time prior to the ~~Company’s satisfaction that no such tax or other charge is due. (e) Prior to~~ date of expiration of the ~~issuance of any Warrants there shall have been reserved~~Warrants, a new Certificate evidencing the remaining shares available for purchase will be issued, and the Company ~~shall at all times through~~ is hereby irrevocably authorized to sign and to deliver the ~~Expiration Date keep reserved, out of its authorized but unissued~~ new Warrant ~~Securities, a number of shares sufficient to provide for the exercise of the Warrants~~Certificate.

Appears in 10 contracts

Samples: Warrant Agreement (Vitafort International Corp), Warrant Agreement (Vitafort International Corp), Warrant Agreement (Vitafort International Corp)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the [Senior][Subordinated] Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate ~~are~~ were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 10 contracts

Samples: Warrant Agreement (Maxwell Technologies Inc), Warrant Agreement (Maxwell Technologies Inc), Debt Securities Warrant Agreement (Rigel Pharmaceuticals Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate ~~as aforesaid~~in accordance with this Section 2.3(a), be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any ~~Warrants~~ Warrants, there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 8 contracts

Samples: Common Share Warrant Agreement (Repare Therapeutics Inc.), Preferred Share Warrant Agreement (Repare Therapeutics Inc.), Preferred Share Warrant Agreement (Milestone Pharmaceuticals Inc.)

Exercise of Warrants. ~~(a) During~~ Subject to the ~~period specified in Section 2.2~~provisions of this Agreement, each registered holder of Warrants shall have the ~~Warrants~~ right, which may be exercised as in such Warrants expressed, to purchase ~~a whole~~ from the Company (and the Company shall issue and sell to such registered holder of warrants) the number of ~~Warrant Securities~~ fully paid and nonassessable shares of Common Stock specified in ~~registered form by providing certain information as set forth on~~ such Warrants, upon surrender of such Warrants to the ~~reverse side~~ Company at the office of the Warrant ~~Certificate and by paying in full~~Agent, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase ~~Warrant Securities set forth~~ on the reverse ~~side~~ thereof duly filled in and signed, and upon payment to the Warrant Agent for the account of the ~~Warrant Certificate properly completed and duly executed. The date on which payment in full~~ Company of the Warrant Price ~~is received~~ for the number of shares of common stock in respect of which such Warrants are then exercised. Payment of such Warrant Price may be made in cash, or by certified or official bank check, payable in United States dollars, to the ~~Warrant Agent shall, subject to receipt~~ order of the Warrant ~~Certificate~~ Agent. No adjustment shall be made for any dividends on any shares of Common Stock issuable upon exercise of a Warrant. Upon such surrender of Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of the date ~~on which~~ of the surrender of such Warrants and payment of the Warrant ~~is exercised~~Price as aforesaid; provided, however, that if, at the date of ~~receipt~~ surrender of such ~~Warrant Certificates~~ Warrants and payment ~~in full~~ of the Warrant Price, the transfer books for the ~~Warrant Securities~~ Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the ~~Warrant Securities~~ shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such ~~next succeeding day on which the transfer~~ books shall next be ~~opened,~~ opened and until such date the Company shall be under no duty to deliver any certificate for such ~~Warrant Securities~~shares; provided further, however, that the transfer books aforesaid, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The ~~Warrant Agent~~ rights of purchase represented by the Warrants shall ~~deposit all funds received by it in payment~~ be exercisable, at the election of the ~~Warrant Price in~~ registered holders thereof, either as an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, entirety or from time to ~~time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder~~ time for part only of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securitiesshares specified therein, and in the event that any ~~such transfer~~ Warrant is ~~involved~~exercised in respect of less than all of the shares specified therein, a new Warrant or Warrants will be issued for the ~~Company shall not be required to issue or deliver any~~ remaining number of shares specified in the Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reservedso surrendered, and the ~~Company shall at all times through~~ Warrant Agent is hereby irrevocably authorized to countersign and to deliver the ~~Expiration Date keep reserved~~required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement and the Company, ~~out of its authorized but unissued~~ whenever required by the Warrant ~~Securities~~Agent, ~~a number of shares sufficient to provide for~~ will supply the ~~exercise~~ Warrant Agent with Warrants duly executed on behalf of the ~~Warrants~~Company for such purpose.

Appears in 8 contracts

Samples: Warrant Agreement (Woodhaven Homes Inc), Warrant Agreement (Woodhaven Homes Inc), Warrant Agreement (Starlight Entertainment Inc)

Appears in 6 contracts

Samples: Preferred Stock Warrant Agreement (ARCA Biopharma, Inc.), Common Stock Warrant Agreement (ARCA Biopharma, Inc.), Warrant Agreement (Fibrogen Inc)

Exercise of Warrants. (a) ~~During the period specified in Section 2.2, the~~ Warrants may be exercised by surrendering the Warrant Certificate evidencing such Warrants at the principal office of the Company, with the Election to ~~purchase a whole number of Warrant Securities in registered~~ Exercise form ~~by providing certain information as~~ set forth on the reverse ~~side~~ of the Warrant Certificate duly completed and signed, and by paying in ~~full~~full to the Company (i) in cash, ~~in lawful money of the United States of America, [in cash~~ or (ii) by certified ~~check~~ or official bank ~~check in New York Clearing House funds] [~~check, or (iii) by ~~bank wire transfer in immediately available funds]~~ any combination of the ~~Warrant~~ foregoing, the Exercise Price for each Warrant ~~Security with respect~~ Share as to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then being exercised ~~shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened~~and any applicable taxes, ~~and until such date~~ other than taxes that the Company ~~shall be under no duty~~ is required to ~~deliver any certificate for~~ pay hereunder. A Warrantholder may exercise such holder's Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the full number of Warrant Shares issuable upon exercise thereof or any lesser number of ~~Warrants is received of the amount so deposited to its account. The~~ whole Warrant ~~Agent shall promptly confirm such telephone advice to the Company in writing~~Shares. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any ~~Warrant~~Warrants and payment by the Warrantholder of the full Exercise Price for the Warrant Shares as to which such Warrants are then being exercised, the Company shall ~~issue~~ requisition from the transfer agent of the shares of Common Stock and deliver to or upon the order of such Warrantholder a certificate or certificates for the ~~holder~~ number of ~~the~~ full Warrant ~~Certificate evidencing such Warrant the Warrant Securities~~ Shares to which such ~~holder~~ Warrantholder is entitled, ~~in fully registered form,~~ registered in the name of such ~~name~~ Warrantholder or ~~names~~ as ~~may~~ such Warrantholder shall direct. Fractional Warrant Shares that otherwise would be ~~directed by~~ issuable in respect of such ~~holder~~exercise shall be paid in cash as provided in Section 2.03, and the number of Warrant Shares issuable to such Warrantholder shall be rounded down to the next nearest whole number. If ~~fewer than all of the Warrants evidenced by~~ such Warrant Certificate ~~are exercised~~shall not have been exercised in full, the Company ~~shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver,~~ will issue to such Warrantholder a new Warrant Certificate ~~evidencing Warrants~~ exercisable for the number of shares of Common Stock as to which such Warrant ~~Securities remaining unexercised~~shall not have been exercised. The Company will cancel all Warrants so surrendered. (c) Each person in whose name any such certificate for Warrant Shares is issued shall for all purposes be deemed to have become the holder of record of such Warrant Shares on the date on which the Warrant Certificate was surrendered to the Company and payment of the Exercise Price and any applicable taxes was made to the Company, irrespective of the date of delivery of such certificate for Warrant Shares. (d) All Warrant Shares will be duly authorized, validly issued, fully paid and nonassessable. The Company ~~shall~~ will pay all documentary stamp taxes attributable to the initial issuance of Warrant Shares. The Company will not be ~~required~~ required, however, to pay any ~~stamp or other~~ tax ~~or other governmental charge required to be paid~~ imposed in connection with any transfer involved in the issue of the Warrant ~~Securities, and~~ Shares in a name other than that of the ~~event that any~~ Warrantholder. In such ~~transfer is involved~~case, the Company ~~shall~~ will not be required to issue any certificate for Warrant Shares until the person or ~~deliver~~ persons requesting the same shall have paid to the Company the amount of any ~~Warrant Security until~~ such tax or ~~other charge~~ shall have ~~been paid or it has been~~ established to the Company’s 's satisfaction that the tax has been paid or that no ~~such~~ tax ~~or other charge~~ is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 5 contracts

Samples: Warrant Agreement (Meadowbrook Insurance Group Inc), Warrant Agreement (American Home Mortgage Holdings Inc), Warrant Agreement (Ametek Inc/)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.. ARTICLE 3

Appears in 5 contracts

Samples: Preferred Stock Warrant Agreement (Primus Telecommunications Group Inc), Preferred Stock Warrant Agreement (Omnicell Inc /Ca/), Common Stock Warrant Agreement (Rigel Pharmaceuticals Inc)

Exercise of Warrants. A Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (athe “Exercise Date”) ~~During~~ to the ~~period specified~~ Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in ~~Section 2.2~~the case of a Book-Entry Warrant Certificate, the Warrants ~~may~~ to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase ~~a whole number of Warrant Securities in registered form~~ the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by ~~providing certain information as set forth~~ the Registered Holder on the reverse ~~side~~ of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and ~~by paying in full,~~ (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of ~~America, [in cash or~~ America by certified ~~check~~ or official bank check ~~in New York Clearing House funds] [~~or by bank wire transfer in immediately available funds] ; provided, however, that with respect to the Private Warrants, in the event of redemption of the Warrants pursuant to Section 6 hereof, any holder of Private Warrants may, in lieu of payment of the Warrant Price, surrender its Private Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the surrendered Private Warrants, multiplied by the difference between the Fair Market Value (defined below) and the Warrant Price by (y) the Fair Market Value. That is, for ~~each Warrant Security with respect~~ the avoidance of doubt, in no cases may a Registered Holder expect or compel the Company to ~~which~~ deliver any consideration under a Warrant ~~is being exercised~~ other than Common Stock as described immediately above. The “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders of Warrant ~~Agent at its corporate trust office, provided that such exercise is subject~~ pursuant to ~~receipt within five business days~~ Section 6 hereof. If any of ~~such payment by the Warrant Agent of~~ (A) the Warrant Certificate ~~with~~ or the ~~form of election~~ Book-Entry Warrants, (B) the Election to ~~purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of~~ Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent ~~shall~~after 5:00 P.M., ~~subject to receipt of~~ New York time, on the ~~Warrant Certificate as aforesaid~~specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date ~~on which~~ specified as the ~~Warrant~~ Exercise Date is ~~exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price~~not a Business Day, the ~~transfer books for the Warrant Securities purchasable upon the exercise of such~~ Warrants ~~shall~~ will be ~~closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated~~ deemed to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business received and exercised on the next succeeding day ~~on which~~ that is a Business Day. If the ~~transfer books for~~ Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant ~~Securities purchasable upon~~ Agent will be returned to the ~~exercise of such Warrants shall be opened~~Holder or Participant, ~~and~~ as the ~~certificates for~~ case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant ~~Securities~~ Agent in respect of ~~which~~ an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such ~~Warrants are then exercised~~ determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall ~~be issuable as~~ have any obligation to inform a Holder of the ~~date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver~~ invalidity of any ~~certificate for such Warrant Securities~~exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an the account of the Company maintained with it the Warrant Agent for such purpose and shall advise the Company ~~by telephone~~ at the end of each day on which ~~a payment~~ funds for the exercise of the Warrants is are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such ~~telephone~~ telephonic advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 5 contracts

Samples: Warrant Agreement (Catalytic Capital Investment Corp), Warrant Agreement (Catalytic Capital Investment Corp), Warrant Agreement (Catalytic Capital Investment Corp)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the ~~certificates~~ book-entries for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any ~~certificate for~~ such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 4 contracts

Samples: Common Stock Warrant Agreement (Outlook Therapeutics, Inc.), Preferred Stock Warrant Agreement (Outlook Therapeutics, Inc.), Preferred Stock Warrant Agreement (Outlook Therapeutics, Inc.)

Exercise of Warrants. ~~(a) During~~ All or any part of the ~~period specified in Section 2.2, the Warrants~~ Warrant may be exercised ~~to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth~~ commencing on the ~~reverse side~~ first anniversary of the Effective Date and ending at 5 p.m. Pacific Time on the fifth anniversary of the Effective Date by surrendering this Warrant Certificate, together with appropriate instructions, duly executed by the Warrantholder or by its duly authorized attorney, at the office of the Company, One Xxxxxx Place, Suite 600, 0000 Xxxxx Xxxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, or at such other office or agency as the Company may designate. The date on which such instructions are received by the Company shall be the date of exercise. If the Holder has elected a Cashless Exercise, such instructions shall so state. Upon receipt of notice of exercise, the Company shall immediately instruct its transfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the Warrant ~~Certificate~~ exercise. When such certificates are prepared, the Company shall notify the Warrantholder and deliver such certificates to the Warrantholder or as per the Warrantholder's instructions immediately upon payment in full by ~~paying in full~~the Warrantholder, in lawful money of the United ~~States~~ States, of ~~America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds]~~ the ~~Warrant~~ Exercise Price ~~for each Warrant Security~~ payable with respect to ~~which a Warrant is~~ the Securities being ~~exercised to~~ purchased, if any. If the ~~Warrant Agent at its corporate trust office, provided~~ Warrantholder shall represent and warrant that ~~such exercise is subject to receipt within five business days of such payment by the Warrant Agent~~ all applicable registration and prospectus delivery requirements for their sale have been complied with upon sale of the ~~Warrant Certificate with the form of election to purchase Warrant~~ Securities ~~set forth on the reverse side~~ received upon exercise of the ~~Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall~~Warrant, ~~subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of~~ such ~~Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants~~ certificates shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which not bear a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities legend with respect to ~~which Warrants were exercised, (ii)~~ the ~~instructions~~ Securities Act of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder1933. If fewer than all of the ~~Warrants evidenced by such~~ Securities purchasable under the Warrant ~~Certificate~~ are ~~exercised~~purchased, the Company ~~shall execute~~will, upon such partial exercise, execute and ~~an authorized officer of~~ deliver to the ~~Warrant Agent shall manually countersign and deliver,~~ Warrantholder a new Warrant Certificate (dated the date hereof), in form and tenor similar to this Warrant Certificate, evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue that portion of the Warrant ~~Securities, and in the event that any such transfer is involved, the Company shall~~ not exercised. The Securities to be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the obtained on exercise of the ~~Warrants~~Warrant will be deemed to have been issued, and any person exercising the Warrants will be deemed to have become a holder of record of those Securities, as of the date of the payment of the Exercise Price.

Appears in 4 contracts

Samples: Purchase Warrant (GMX Resources Inc), Purchase Warrant (GMX Resources Inc), Purchase Warrant (GMX Resources Inc)

Exercise of Warrants. ~~(a) During~~ Subject to the ~~period specified in Section 2.2,~~ provisions of the Warrants and this Warrant Agent Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to ~~purchase a whole number~~ the office of the Warrant ~~Securities in registered form by providing certain information~~ Agent, or at the office of its successor as Warrant Agent, the Warrant, the notice of exercise, as set forth on in the ~~reverse side of the Warrant Certificate~~ Warrant, duly executed and properly completed, and by paying in full, in lawful money of the United States ~~of America, [in cash or~~ by ~~certified check or official bank check in New York Clearing House funds] [by bank~~ wire transfer ~~in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised~~ to the Warrant Agent ~~at its corporate trust office~~(or, ~~provided that~~ if available, pursuant to the cashless exercise feature as set forth in such Warrant, all cashless exercises should be directed to the Company for calculation of the applicable number of Warrant Shares issuable upon such cashless exercise ~~is subject to receipt within five business days~~ and upon completion of such ~~payment~~ calculation by the Company, the Company shall provide the Warrant Agent with written issuance instructions), the Exercise Price for each full Warrant Share as to which the Warrant is exercised and the issuance of the Warrant Shares by the Warrant Agent as set forth in the applicable Warrant. In no event shall the Registered Holder of any Warrant be entitled to “net cash settle” the Warrant. The Warrant Agent will transmit to the Company the funds received from the Registered Holders for the exercise of the ~~Warrant Certificate with~~ Warrants by the ~~form of election to purchase Warrant Securities set forth on the reverse side~~ 5th business day of the ~~Warrant Certificate properly completed and duly executed~~month following the acceptance of such funds. ~~The date on which payment in full~~ No ink-original Notice of ~~the Warrant Price is received by the Warrant Agent shall~~Exercise shall be required, ~~subject to receipt~~ nor shall any medallion guarantee (or other type of ~~the Warrant Certificate as aforesaid,~~ guarantee or notarization) of any Notice of Exercise be ~~deemed to be the date on which the Warrant is exercised~~required; provided, however, that ifin the case of Notice of Exercise that involves transfer of ownership, at (for purposes of clarity, transfer of ownership shall not include issuance of Warrant Shares to Registered Holder of the ~~date~~ Warrants), or change in the name of ~~receipt~~ the registered holder, the Warrant Agent may reasonably request such other documentations to accompany the Notice of ~~such Warrant Certificates and~~ Exercise, including a medallion guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (a “Signature Guarantee”). If payment in ~~full~~ U.S. dollars as provided in this Section 3 is legally prevented in Argentina, Registered Holders of Warrants will be entitled to pay the Exercise Price directly to the Company, in Argentine Pesos in an amount equal to the Argentine Peso equivalent of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant U.S. dollar Exercise Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants ~~for~~ determined on the ~~remaining Warrant Securities after such exercise, and (iv) such other information as~~ Blue Chip Swap Rate on the ~~Company shall reasonably require. (c) As soon as practicable after~~ business day preceding the ~~exercise of any Warrant, the Company shall issue to or upon the order~~ payment date of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise Exercise Price of the Warrants.. For purposes of this agreement, “

Appears in 4 contracts

Samples: Warrant Agent Agreement (Cresud Inc), Warrant Agent Agreement (Irsa Investments & Representations Inc), Warrant Agent Agreement (Irsa Investments & Representations Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant ~~Certificate as aforesaid~~Certificate, in accordance with this Section 2.3(a), be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any ~~Warrants~~ Warrants, there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Debt Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 4 contracts

Samples: Warrant Agreement (Repare Therapeutics Inc.), Debt Securities Warrant Agreement (Milestone Pharmaceuticals Inc.), Warrant Agreement (Repare Therapeutics Inc.)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt ~~within five business days of such payment~~ by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 4 contracts

Samples: Preferred Stock Warrant Agreement (Koppers Shipping Pty LTD), Preferred Stock Warrant Agreement (Koppers Holdings Inc.), Warrant Agreement (Koppers Shipping Pty LTD)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing ~~certain information as~~ the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which the Warrant Certificate and payment in full of the Warrant Price is received by the Warrant Agent ~~shall, subject to receipt of the Warrant Certificate as aforesaid,~~ shall be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone or electronic mail at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such ~~transfer~~ tax payment or other charge is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 4 contracts

Samples: Preferred Share Warrant Agreement (Sophiris Bio Inc.), Common Share Warrant Agreement (Sophiris Bio Inc.), Common Share Warrant Agreement (Sophiris Bio Inc.)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.Warrant

Appears in 4 contracts

Samples: Debt Securities Warrant Agreement (aTYR PHARMA INC), Debt Securities Warrant Agreement (aTYR PHARMA INC), Debt Securities Warrant Agreement (aTYR PHARMA INC)

Exercise of Warrants. (a) ~~During the period specified in Section 2.2, the~~ Warrants may be exercised by surrendering the Warrant Certificate evidencing such Warrants at the principal office of the Company, with the Election to ~~purchase a whole number of Warrant Securities in registered~~ Exercise form ~~by providing certain information as~~ set forth on the reverse ~~side~~ of the Warrant Certificate duly completed and signed, and by paying in ~~full~~full to the Company (i) in cash, ~~in lawful money of the United States of America, [in cash~~ or (ii) by certified ~~check~~ or official bank ~~check in New York Clearing House funds] [~~check, or (iii) by ~~bank wire transfer in immediately available funds]~~ any combination of the ~~Warrant~~ foregoing, the Exercise Price for each Warrant ~~Security with respect~~ Share as to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then being exercised ~~shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened~~and any applicable taxes, ~~and until such date~~ other than taxes that the Company ~~shall be under no duty~~ is required to ~~deliver any certificate for~~ pay hereunder. A Warrantholder may exercise such holder's Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the full number of Warrant Shares issuable upon exercise thereof or any lesser number of ~~Warrants is received of the amount so deposited to its account. The~~ whole Warrant ~~Agent shall promptly confirm such telephone advice to the Company in writing~~Shares. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any ~~Warrant~~Warrants and payment by the Warrantholder of the full Exercise Price for the Warrant Shares as to which such Warrants are then being exercised, the Company shall ~~issue~~ requisition from the transfer agent of the shares of Preferred Stock and deliver to or upon the order of such Warrantholder a certificate or certificates for the ~~holder~~ number of ~~the~~ full Warrant ~~Certificate evidencing such Warrant the Warrant Securities~~ Shares to which such ~~holder~~ Warrantholder is entitled, ~~in fully registered form,~~ registered in the name of such ~~name~~ Warrantholder or ~~names~~ as ~~may~~ such Warrantholder shall direct. Fractional Warrant Shares that otherwise would be ~~directed by~~ issuable in respect of such ~~holder~~exercise shall be paid in cash as provided in Section 2.03, and the number of Warrant Shares issuable to such Warrantholder shall be rounded down to the next nearest whole number. If ~~fewer than all of the Warrants evidenced by~~ such Warrant Certificate ~~are exercised~~shall not have been exercised in full, the Company ~~shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver,~~ will issue to such Warrantholder a new Warrant Certificate ~~evidencing Warrants~~ exercisable for the number of shares of Preferred Stock as to which such Warrant ~~Securities remaining unexercised~~shall not have been exercised. The Company will cancel all Warrants so surrendered. (c) Each person in whose name any such certificate for Warrant Shares is issued shall for all purposes be deemed to have become the holder of record of such Warrant Shares on the date on which the Warrant Certificate was surrendered to the Company and payment of the Exercise Price and any applicable taxes was made to the Company, irrespective of the date of delivery of such certificate for Warrant Shares. (d) All Warrant Shares will be duly authorized, validly issued, fully paid and nonassessable. The Company ~~shall~~ will pay all documentary stamp taxes attributable to the initial issuance of Warrant Shares. The Company will not be ~~required~~ required, however, to pay any ~~stamp or other~~ tax ~~or other governmental charge required to be paid~~ imposed in connection with any transfer involved in the issue of the Warrant ~~Securities, and~~ Shares in a name other than that of the ~~event that any~~ Warrantholder. In such ~~transfer is involved~~case, the Company ~~shall~~ will not be required to issue any certificate for Warrant Shares until the person or ~~deliver~~ persons requesting the same shall have paid to the Company the amount of any ~~Warrant Security until~~ such tax or ~~other charge~~ shall have ~~been paid or it has been~~ established to the Company’s 's satisfaction that the tax has been paid or that no ~~such~~ tax ~~or other charge~~ is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 4 contracts

Samples: Warrant Agreement (American Home Mortgage Holdings Inc), Warrant Agreement (Ametek Inc/), Warrant Agreement (American Home Mortgage Holdings Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the [Senior] [Subordinated] Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate ~~are~~ were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 4 contracts

Samples: Warrant Agreement (Amylin Pharmaceuticals Inc), Debt Securities Warrant Agreement (Allied Waste North America Inc/De/), Warrant Agreement (Remedytemp Inc)

Exercise of Warrants. (ai) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (bii) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (ciii) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (div) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (ev) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 4 contracts

Samples: Warrant Agreement (Fastly, Inc.), Preferred Stock Warrant Agreement (Fastly, Inc.), Warrant Agreement (Fastly, Inc.)

Appears in 4 contracts

Samples: Warrant Agreement (Trans-India Acquisition Corp), Warrant Agreement (Trans-India Acquisition Corp), Warrant Agreement (Trans-India Acquisition Corp)

Exercise of Warrants. ~~(a)~~ During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (ba) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (cb) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (dc) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due. (ed) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 4 contracts

Samples: Warrant Agreement (AutoWeb, Inc.), Warrant Agreement (AutoWeb, Inc.), Preferred Stock Warrant Agreement (Actinium Pharmaceuticals, Inc.)

Exercise of Warrants. ~~(a)~~ During the period specified in Section ~~2.2~~2.02, ~~the~~ any whole number of Warrants may be exercised ~~to purchase a whole number of Warrant Securities in registered form~~ by providing certain information as set forth on the reverse side of the Warrant ~~Certificate~~ Certificates evidencing such Warrants and by paying in ~~full,~~ full [in lawful money of the United States of America, ] [in ~~cash or~~ applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in ~~New York Clearing House funds~~each case,] [by bank wire ~~transfer~~ transfer] [in immediately available funds,] the Warrant Price for each Warrant ~~Security with~~ exercised [(plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which a event no such accrued interest shall be payable in respect of Warrant ~~is being exercised~~ Securities to be issued in registered form))] to the Warrant Agent at its corporate trust ~~office~~office at [address] [or at ], provided that such exercise is subject to receipt within five business days of such ~~payment~~ [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [Cashless Exercise Option] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of ~~the Warrant Price~~ Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the ~~Company~~ Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.its

Appears in 3 contracts

Samples: Warrant Agreement (Texas Instruments Inc), Warrant Agreement (International Paper Co /New/), Warrant Agreement (Williams Companies Inc)

Exercise of Warrants. ~~(a) During~~ [With respect to Warrants evidenced by Warrant Certificates in registered form, during] [During] the period specified in Section ~~2.2~~2.02, ~~the~~ any whole number of Warrants may be exercised ~~to purchase a whole number of Warrant Securities in registered form~~ by providing certain information as set forth on the reverse side of the Warrant ~~Certificate~~ Certificates evidencing such Warrants and by paying in ~~full,~~ full [in lawful money of the United States of America, ] [in ~~cash or~~ applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in ~~New York Clearing House funds~~each case,] [by bank wire ~~transfer~~ transfer] [in immediately available funds,] the Warrant Price for each Warrant ~~Security with~~ exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which ~~a Warrant is being exercised~~ event no such accrued interest shall be payable)) to the Warrant Agent at its corporate trust ~~office~~office at [address] [or at __________], provided that such exercise is subject to receipt within five business days of such ~~payment~~ [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [With respect to Warrants evidenced by the Global Warrant Certificate, during the period specified in Section 2.02, any whole number of Warrants may be exercised by the Holder by presentation to the Warrant Agent at its office at [address located outside the United States [and the United Kingdom]], at or prior to [time], on any day on which the Warrants are exercisable, of (i) the Global Warrant Certificate (or written confirmation reasonably satisfactory to the Warrant Agent that the Global Warrant Certificate is held by the Euroclear Operator and Clearstream and will be duly endorsed to reflect the exercise of Warrants by the Euroclear Operator and Clearstream), (ii) a duly executed certification from the Euroclear Operator or Clearstream, as the case may be, substantially in the form set forth in Exhibit C hereto and (iii) payment in full [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds,] of the Warrant Price for each Warrant exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date, if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date, if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)). Notwithstanding the foregoing, the Holder may exercise Warrants as aforesaid on the Expiration Date at any time prior to [time] in [city of Warrant Agent's office]. Any Warrants exercised as set forth in this paragraph shall be deemed exercised at the [country] office of the Warrant Agent.] [The Warrant Agent shall retain each certificate received by it from the Euroclear Operator of Clearstream through the Expiration Date (or such earlier date by which all of the Warrants may have been exercised or cancelled) and thereafter shall dispose of them or deliver them to the Company pursuant to the instructions of the Company.] [The delivery to the Warrant Agent by the Euroclear Operator or Clearstream of any certification referred to above may be relied upon by the Company, the Warrant Agent and the Trustee as conclusive evidence that a corresponding certificate or certificates substantially in the form of Exhibit D hereto has or have been delivered to the Euroclear Operator or Clearstream, as the case may be.] [The Company will maintain in [location] (or in such other city [in western Europe] as the Company may deem advisable), until the right to exercise the Warrants shall expire or be earlier cancelled as hereinafter provided, an agency where the Global Warrant Certificate may be presented for exercise of the Warrants represented thereby and notices and demands to or upon the Company in respect of the Warrants or of this Agreement may be made.] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate [in registered form or, as the case may be, the Global Warrant Certificate and the certification of Euroclear Operator or Clearstream] as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of ~~the Warrant Price~~ Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the ~~Company~~ Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such ~~telephone~~ advice to the Company in writing~~. (b)~~ . If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and][,] the Trustee [and the Common Depositary at [both] its London and [location] office[s]] in writing [(which, in the case of exercised Warrants represented by the Global Warrant Certificate, shall be tested telex with appropriate answerback received,)] of (i) the number of ~~Warrant Securities with respect to which~~ Warrants ~~were~~ exercised, (ii) the instructions of each ~~holder~~ Holder of the Warrant Certificates [in registered form] evidencing such Warrants [or of the Euroclear Operator or Clearstream, as the case may be,] with respect to delivery of the Warrant Securities to ~~which such holder is entitled~~ be issued upon such exercise, (iii) delivery of any Warrant Certificates [in registered form] evidencing the balance, if any, of the Warrants ~~for the~~ remaining ~~Warrant Securities~~ after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. [In addition, in the case of exercised Warrants evidenced by the Global Warrant Certificate, the Warrant Agent shall, as promptly as practicable, endorse, or cause the Common Depositary, [location] office, or one of the Warrant Agent's agents to endorse, Schedule A annexed to the Global Warrant Certificate to reflect the exercise of such Warrants and, if applicable, return the Global Warrant Certificate to the Common Depositary or to its order. ~~(c)~~ ] As soon as practicable after the exercise of any ~~Warrant~~Warrant [evidenced by a Warrant Certificate in registered form], but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall ~~issue~~ issue, pursuant to the Indentures, in authorized denominations to or upon the order of the ~~holder~~ Holder of the Warrant Certificate evidencing ~~such Warrant~~ each Warrant, the Warrant Securities to which such ~~holder~~ Holder is entitled, in fully registered form, registered in such name or names as may be directed by such ~~holder~~Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate [in registered form] evidencing ~~Warrants for~~ the number of such Warrants remaining unexercised. [As soon as practicable after the exercise of any Warrant evidenced by the Global Warrant Certificate, the Company shall issue, pursuant to the Indenture, the Warrant Securities ~~remaining unexercised~~issuable upon such exercise, in authorized denominations (i) in fully registered form, registered in such name or names as may be directed by the Euroclear Operator or Clearstream, as the case may be, to or upon order of the Euroclear Operator or Clearstream, as the case may be, or (ii) in bearer form to the Common Depositary to be held for the account of the Euroclear Operator or Clearstream, as the case may be, together with a written confirmation substantially in form of Exhibit E hereto; provided, however, that no Warrant Security in bearer form shall be mailed or otherwise delivered to any location in the United States of America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico. ~~(d)~~ ] The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the ~~issue~~ issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 3 contracts

Samples: Debt Warrant Agreement (Donaldson Lufkin & Jenrette Inc /Ny/), Debt Warrant Agreement (Credit Suisse First Boston Usa Inc), Debt Warrant Agreement (Credit Suisse First Boston Usa Inc)

Exercise of Warrants. A Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the applicable Exercise Period (athe “Exercise Date”) ~~During~~ to the ~~period specified~~ Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in ~~Section 2.2~~the case of a Book-Entry Warrant Certificate, the Warrants ~~may~~ to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase ~~a whole number of Warrant Securities in registered form~~ the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by ~~providing certain information as set forth~~ the Registered Holder on the reverse ~~side~~ of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and ~~by paying in full,~~ (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of ~~America, [in cash or~~ America by certified ~~check~~ or official bank check ~~in New York Clearing House funds] [~~or by bank wire transfer in immediately available funds] . As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price, the Company shall issue to the registered holder of such Warrant a certificate or certificates for the number of full shares of Common Stock to which he is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle the Warrant exercise unless a registration statement under the Act, with respect to the shares of Common Stock underlying the Warrants is effective and a current prospectus is on file with the Commission. In the event that a registration statement with respect to the Common Stock underlying a Warrant is not effective under the Securities Act or a current prospectus is not on file with the Commission, the holder of such Warrant (including Placement Warrants) shall not be entitled to exercise such Warrant. Notwithstanding anything to the contrary in this Warrant Agreement, under no circumstances will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by, or shares of Common Stock issued to, any registered holder in any state in which such exercise or issuance would be unlawful. For the avoidance of doubt, as a result of this Section 3.3, any or all of the Warrants (including the Placement Warrants) may expire unexercised. In no event shall the registered Holder of a Warrant be entitled to receive any monetary damages if the Common Stock underlying the Warrants have not been registered by the Company pursuant to an effective registration statement or if a current prospectus is available for delivery by the Warrant Agent, provided the Company has fulfilled its obligation to use its best efforts to effect such registration and ensure a current prospectus is available for delivery by the Warrant Agent. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price ~~for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office~~therefor, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent ~~shall~~after 5:00 P.M., ~~subject to receipt of~~ New York time, on the ~~Warrant Certificate as aforesaid~~specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date ~~on which~~ specified as the ~~Warrant~~ Exercise Date is ~~exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price~~not a Business Day, the ~~transfer books for the Warrant Securities purchasable upon the exercise of such~~ Warrants ~~shall~~ will be ~~closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated~~ deemed to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business received and exercised on the next succeeding day ~~on which~~ that is a Business Day. If the ~~transfer books for~~ Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant ~~Securities purchasable upon~~ Agent will be returned to the ~~exercise of such Warrants shall be opened~~Holder or Participant, ~~and~~ as the ~~certificates for~~ case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant ~~Securities~~ Agent in respect of ~~which~~ an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such ~~Warrants are then exercised~~ determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall ~~be issuable as~~ have any obligation to inform a Holder of the ~~date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver~~ invalidity of any ~~certificate for such Warrant Securities~~exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an the account of the Company maintained with it the Warrant Agent for such purpose and shall advise the Company ~~by telephone~~ at the end of each day on which ~~a payment~~ funds for the exercise of the Warrants is are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such ~~telephone~~ telephonic advice to the Company in writing. (bi) The Warrant Agent shall, ~~from time to time, as promptly as practicable~~by 11:00 A.M. on the Business Day following the Exercise Date of any Warrant, advise the Company and the transfer agent and registrar in respect of (ia) the shares of Common Stock (the “Shares”) issuable upon such exercise as to the number of ~~Warrant Securities~~ Warrants exercised in accordance with ~~respect to which Warrants were exercised~~the terms and conditions of this Agreement, (iib) the instructions of each ~~holder of~~ Registered Holder or Participant, as the ~~Warrant Certificates evidencing such Warrants~~ case may be, with respect to delivery of the ~~Warrant Securities to which such holder is entitled~~ Shares issuable upon such exercise, ~~(iii)~~ and the delivery of definitive Warrant ~~Certificates~~ Certificates, as appropriate, evidencing the balance, if any, of the Warrants ~~for the~~ remaining ~~Warrant Securities~~ after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (ivd) such other information as the Company or such transfer agent and registrar shall reasonably require. (cii) ~~As soon as practicable after~~ The Company shall, by 5:00 P.M., New York time, on the ~~exercise~~ third Business Day next succeeding the Exercise Date of any ~~Warrant,~~ Warrant and the ~~Company shall issue to or upon the order~~ clearance of the ~~holder~~ funds in payment of the Warrant ~~Certificate evidencing such Warrant~~ Price, execute, issue and deliver to the Warrant ~~Securities~~ Agent, the Shares to which such ~~holder~~ Registered Holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such ~~holder~~Registered Holder or the Participant, as the case may be. Upon receipt of such Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding such Exercise Date, transmit such Shares to or upon the order of the Registered Holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares issuable upon exercise to the Registered Holder or Participant by crediting the account of Registered Holder’s prime broker with Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. (iii) The accrual of dividends, if any, on the Shares issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the Shares. From and after the issuance of such Shares, the former Holder of the Warrants exercised will be entitled to the benefits generally available to other holders of Shares and such former Holder’s right to receive payments of dividends and any other amounts payable in respect of the Shares shall be governed by, and shall be subject to, the terms and provisions generally applicable to such Shares. (iv) Warrants may be exercised only in whole numbers of Shares. No fractional shares of Common Stock are to be issued upon the exercise of the Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. If fewer than all of the Warrants evidenced by ~~such~~ a Warrant Certificate are exercised, a new Warrant Certificate for the number of unexercised Warrants remaining shall be executed by the Company ~~shall execute~~and countersigned by the Warrant Agent as provided in Section 2 hereof, and ~~an authorized officer~~ delivered to the holder of this Warrant Certificate at the address specified on the books of the Warrant Agent ~~shall manually countersign and deliver~~or as otherwise specified by such Registered Holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a ~~new~~ notation shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant ~~Certificate~~ Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants ~~for the number of Warrant Securities~~ remaining ~~unexercised~~after such exercise. (dv) The Company shall not be required to pay any stamp or other tax or ~~other~~ governmental charge required to be paid in connection with any transfer involved in the issue of the ~~Warrant Securities,~~ Shares upon the exercise of Warrants; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any ~~Warrant Security~~ Shares until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 3 contracts

Samples: Warrant Agreement (Santa Monica Media CORP), Warrant Agreement (Santa Monica Media CORP), Warrant Agreement (Santa Monica Media CORP)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of ~~such~~ Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the [Senior] [Subordinated] Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate ~~are~~ were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 3 contracts

Samples: Warrant Agreement (Duratek Inc), Warrant Agreement (Martek Biosciences Corp), Debt Securities Warrant Agreement (Guilford Pharmaceuticals Inc)

Exercise of Warrants. ~~(a) During the period specified in Section 2.2~~A Registered Holder may exercise a Warrant by delivering, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in fullnot later than 5:00 P.M., ~~in lawful money of the United States of America, [in cash or by certified check or official bank check in~~ New York ~~Clearing House funds] [by bank wire transfer in immediately available funds]~~ time, on any Business Day during the ~~Warrant Price for each Warrant Security with respect to which a Warrant is being exercised~~ Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust ~~office~~department (i) the Warrant Certificate evidencing the Warrants to be exercised, ~~provided that~~ or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such ~~exercise is subject to receipt within five business days of such payment~~ purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the Registered Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the ~~form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed~~ Depository’s procedures, and ~~duly executed. The date on which payment in full of~~ (iii) the Warrant Price ~~is received~~ for each Warrant to be exercised as follows: (a) in cash, good certified check or good bank draft payable to the order of the Company (or as otherwise agreed to by the ~~Warrant Agent shall, subject~~ Company); (b) in the event of redemption pursuant to ~~receipt~~ Section 6 hereof in which the Company’s management has elected to require all holders of Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Public Warrants, multiplied by the difference between the Warrant ~~Certificate as aforesaid~~Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value. Solely for purposes of this Section 3.3, ~~be deemed~~ the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares for the 10 trading days ending on the third trading day prior to be the date on which the ~~Warrant~~ notice of redemption is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective sent to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number holders of Warrant ~~Securities with respect~~ pursuant to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.Section 6 hereof; or

Appears in 3 contracts

Samples: Warrant Agreement (Korea Milestone Acquisition CORP), Warrant Agreement (Korea Milestone Acquisition CORP), Warrant Agreement (Korea Milestone Acquisition CORP)

Exercise of Warrants. A Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (athe “Exercise Date”) ~~During~~ to the ~~period specified~~ Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in ~~Section 2.2~~the case of a Book-Entry Warrant Certificate, the Warrants ~~may~~ to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase ~~a whole number of Warrant Securities in registered form~~ the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by ~~providing certain information as set forth~~ the Registered Holder on the reverse ~~side~~ of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and ~~by paying in full,~~ (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of ~~America, [in cash or~~ America by certified ~~check~~ or official bank check ~~in New York Clearing House funds] [~~or by bank wire transfer in immediately available funds] ; provided, however, that with respect to the Private Warrants, in the event of redemption of the Warrants pursuant to Section 6 of this Agreement, any holder of Private Warrants may, in lieu of payment of the Warrant Price, surrender its Private Warrants for that number of Shares equal to the quotient obtained by dividing (x) the product of the number of Shares underlying the surrendered Private Warrants, multiplied by the difference between the Fair Market Value (defined below) and the Warrant Price by (y) the Fair Market Value; provided further, however, that, notwithstanding the foregoing, the Private Warrants will not be exercisable at any time when a registration statement relating to the Shares underlying the Public Warrants is not effective and a prospectus relating to those Shares is not available for ~~each Warrant Security with respect~~ use by the holders of the Public Warrants. For avoidance of doubt, in no event may a Registered Holder expect or compel the Company to ~~which~~ deliver any consideration under a Warrant ~~is being exercised~~ other than Shares as described immediately above. “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the ~~Warrant Agent at its corporate trust office, provided that such exercise~~ date on which the notice of redemption is ~~subject~~ sent to ~~receipt within five business days~~ holders of ~~such payment by~~ the ~~Warrant Agent~~ Warrants pursuant to Section 6 of this Agreement. If any of (A) the Warrant Certificate ~~with~~ or the ~~form of election~~ Book-Entry Warrants, (B) the Election to ~~purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of~~ Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent ~~shall~~after 5:00 P.M., ~~subject to receipt of~~ New York time, on the ~~Warrant Certificate as aforesaid~~specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date ~~on which~~ specified as the ~~Warrant~~ Exercise Date is ~~exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price~~not a Business Day, the ~~transfer books for the Warrant Securities purchasable upon the exercise of such~~ Warrants ~~shall~~ will be ~~closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated~~ deemed to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business received and exercised on the next succeeding day ~~on which~~ that is a Business Day. If the ~~transfer books for~~ Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant ~~Securities purchasable upon~~ Agent will be returned to the ~~exercise of such Warrants shall be opened~~Holder or Participant, ~~and~~ as the ~~certificates for~~ case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant ~~Securities~~ Agent in respect of ~~which~~ an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such ~~Warrants are then exercised~~ determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall ~~be issuable as~~ have any obligation to inform a Holder of the ~~date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver~~ invalidity of any ~~certificate for such Warrant Securities~~exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an the account of the Company maintained with it the Warrant Agent for such purpose and shall advise the Company ~~by telephone~~ at the end of each day on which ~~a payment~~ funds for the exercise of the Warrants is are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such ~~telephone~~ telephonic advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 3 contracts

Samples: Warrant Agreement (Union Street Acquisition Corp.), Warrant Agreement (Union Street Acquisition Corp.), Warrant Agreement (Union Street Acquisition Corp.)

Exercise of Warrants. (a) ~~During~~ Subject to the ~~period specified in Section 2.2~~terms of the Class C Warrant, ~~the Warrants~~ any Class C Warrant may be exercised ~~to purchase a whole number of~~ upon any single occasion during the exercise period. A Class C Warrant ~~Securities in registered form~~ shall be exercised by ~~providing certain information as set forth on the reverse side of~~ the Warrant ~~Certificate and~~ Holder by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised surrendering to the Warrant Agent ~~at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of~~ the Warrant Certificate with the exercise form ~~of election to purchase Warrant Securities set forth~~ on the reverse ~~side~~ of such Class C Warrant Certificate duly completed and executed and delivering to the Warrant Agent (or by providing such other notice of exercise made available by the Company), by good check or bank draft payable to the order of the Warrant ~~Certificate properly completed~~ Agent, the Exercise Price for each Share to be purchased. Notwithstanding the foregoing, the Company will extend a three day "protect" period after the Expiration Date so that any Class C Warrant for which notice of exercise is received in the three business days prior to and ~~duly executed. The date on which payment in full of~~ including the ~~Warrant~~ Expiration Date shall be deemed exercised so long as the Exercise Price is received by the Warrant Agent ~~shall, subject to~~ no more than three business days after the notice of exercise. (b) Upon receipt of ~~the~~ a Warrant Certificate ~~as aforesaid, be deemed to be~~ with the ~~date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and~~ exercise form thereon duly executed together with payment in full of the ~~Warrant Price~~Exercise Price for the Shares for which Class C Warrants are then being exercised, the Warrant Agent shall requisition from any transfer ~~books~~ agent for the Shares, and upon receipt shall make delivery of, certificates evidencing the total number of whole Shares for which Class C Warrants are then being exercised in such names and denominations as are required for delivery to, or in accordance with the instructions of, the Warrant ~~Securities purchasable upon~~ Holder. Such certificates for the ~~exercise of such Warrants~~ Shares shall be ~~closed~~deemed to be issued, no and the person whom such ~~receipt~~ Shares are issued of ~~such Warrant Certificates and no such payment of such Warrant Price~~ record shall be ~~effective~~ deemed to ~~constitute the person so designated to be named as the~~ have become a holder of record of such ~~Warrant Securities on such date~~Shares, ~~but shall be effective to constitute such person~~ as of the ~~holder~~ date of ~~record~~ the surrender of such Warrant ~~Securities for all purposes at~~ Certificate and payment of the ~~opening of business on the next succeeding day on which~~ Exercise Price, whichever shall last occur; provided that if the transfer books ~~for~~ of the ~~Warrant Securities purchasable upon~~ Company with respect to the ~~exercise of such Warrants~~ Shares, shall be ~~opened~~closed, ~~and~~ the certificates for the Shares issuable upon exercise of the Class C Warrant ~~Securities in respect of which such Warrants are then exercised~~ shall be ~~issuable~~ issued as of the date on which such ~~next succeeding day on which the transfer~~ books shall next be ~~opened~~open, and the person to whom such Shares are issued of record shall be deemed to have become a record holder of such Shares as of the date on which such books shall next be open (whether before, on or after the Expiration Date) and until such date the ~~Company~~ Warrant Agent shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably requireShares. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If ~~fewer~~ less than all ~~of the~~ a Warrant Holder’s Warrants ~~evidenced by such Warrant Certificate~~ are ~~exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver~~exercised upon a single occasion, a new Warrant Certificate ~~evidencing Warrants~~ for the ~~number~~ balance of the Class C Warrants not so exercised shall be issued and delivered to, or in accordance with, transfer instructions properly given by the Warrant ~~Securities remaining unexercised~~Holder until the Expiration Date. (d) ~~The Company~~ All Warrant Certificates surrendered upon exercise shall ~~not~~ be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is duecancelled. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for Upon the exercise of any Class C Warrant, the ~~Warrants~~Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) representing the exercised Class C Warrants to be issued. (f) Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, including delivery of Share certificates to the shareholder, will be deducted from the Exercise Price submitted by a Warrant Holder prior to the distribution of funds to the Company. A detailed accounting statement relating to the number of Class C Warrants exercised, names and registered Warrant Holder(s) and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount.

Appears in 3 contracts

Samples: Warrant Agreement (Healthy Fast Food Inc), Warrant Agreement (Healthy Fast Food Inc), Warrant Agreement (Healthy Fast Food Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant ~~Securities in registered form~~ Shares by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant ~~Securities~~ Shares set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant ~~Securities~~ Shares purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant ~~Securities~~ Shares on such date, but shall be effective to constitute such person as the holder of record of such Warrant ~~Securities~~ Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant ~~Securities~~ Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant ~~Securities~~ Shares in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant ~~Securities~~Shares. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant ~~Securities~~ Shares with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant ~~Securities~~ Shares to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant ~~Securities~~ Shares after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant ~~Securities~~ Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant ~~Securities~~ Shares remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant ~~Securities~~Shares, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued ~~Warrant Securities~~Common Stock, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 3 contracts

Samples: Common Stock Warrant Agreement (GTX Inc /De/), Common Stock Warrant Agreement (GTX Inc /De/), Common Stock Warrant Agreement (Cardica Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as a the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 3 contracts

Samples: Warrant Agreement (Cell Genesys Inc), Warrant Agreement (Sirna Therapeutics Inc), Warrant Agreement (Napster Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Debt Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 3 contracts

Samples: Warrant Agreement (NeuroPace Inc), Warrant Agreement (Pulmonx Corp), Debt Securities Warrant Agreement (Angion Biomedica Corp.)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate ~~as aforesaid~~in accordance with this Section 2.3(a), be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingit. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall ~~manually~~ countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any ~~Warrants~~ Warrants, there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Preferred Share Warrant Agreement (TerrAscend Corp.), Common Share Warrant Agreement (TerrAscend Corp.)

Exercise of Warrants. (a) ~~During the period specified in Section 2.2,~~ Each Warrantholder may exercise any of the Warrants ~~may be exercised to purchase a whole number of Warrant Securities in registered form~~ by ~~providing certain information as set forth on the reverse side~~ presentation and surrender of the Warrant Certificate representing the Warrants to the Company at its principal executive offices or at the office of its stock transfer agent, if any, with a Subscription Form in the form attached hereto as Exhibit “B” duly executed and accompanied by ~~paying in full~~payment (by wire transfer, ~~in lawful money~~ certified, or bank check) of the ~~United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant~~ full Exercise Price for each Warrant ~~Security with respect~~ Share to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to be purchased. (b) Upon receipt of the Warrant Certificate representing the Warrants, together with the Subscription Form duly executed and accompanied by payment of the aggregate Exercise Price for the Warrant Shares for which the Warrants are then being exercised, the Company shall cause to be issued certificates for the total number of whole shares of Common Stock for which the Warrants are being exercised (adjusted to reflect the effect of any antidilution provisions contained in Article III of this Agreement, if any, and as ~~aforesaid~~provided in Section 2.06 by any Warrantholder in such denominations as are requested for delivery to such Warrantholder), and the Company shall thereupon deliver such certificates to such Warrantholder. Such Warrantholder shall be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant ~~Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be~~ Shares issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, ~~(iii) delivery~~ notwithstanding that the stock transfer books of ~~Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as~~ the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Warrantholder. Upon exercise of such Warrants, the Company may require such Warrantholder to make such representations, and may place such legends on certificates representing the Warrant Shares and require such legal opinions, as may be reasonably ~~require~~required in the opinion of counsel to the Company to permit the Warrant Shares to be issued without such registration. (c) ~~As soon as practicable after~~ In the event that any Warrantholder shall exercise Warrants with respect to less than all of ~~any Warrant~~the Warrant Shares that may be purchased under the Warrant Certificate representing the Warrants, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, execute a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the ~~issue~~ form of Exhibit “A” representing Warrants to purchase the balance of such Warrant ~~Securities,~~ Shares and ~~in the event that any~~ deliver such ~~transfer is involved, the Company shall not be required~~ new Warrant Certificate to ~~issue or deliver any Warrant Security until~~ such ~~tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due~~Warrantholder. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (River Financial Corp), Warrant Agreement (River Financial Corp)

Exercise of Warrants. (a) ~~During~~ A Warrant may be exercised by the Purchaser or any Holder only in accordance with the terms and conditions of this Agreement and at any time during the period ~~specified~~ beginning on the date hereof and ending on the Expiration Date for such Warrant as set forth in ~~Section 2.2~~the Warrant Certificate evidencing such Warrant. The Warrant Certificates evidencing the Warrants issued to the Purchaser on the Closing Date shall be identical except for the Expiration Date and the Exercise Price. The Expiration Date for the Warrants shall be as follows: the third anniversary of the Closing Date for 400,000 Warrants; the fourth anniversary of the Closing Date for 400,000 Warrants; the fifth anniversary of the Closing Date for 400,000 Warrants; the sixth anniversary of the Closing Date for 400,000 Warrants; and the seventh anniversary of the Closing Date for 465,515 Warrants. The Exercise Price for the Warrants shall be as follows: $40 for the Warrants expiring on the third anniversary of the Closing Date; $50 for the Warrants expiring on the fourth anniversary of the Closing Date; $60 for the Warrants expiring on the fifth anniversary of the Closing Date; $70 for the Warrants expiring on the sixth anniversary of the Closing Date; and $80 for the Warrants expiring on the seventh anniversary of the Closing Date. (b) Subject to the terms and conditions hereof, ~~the~~ Warrants may be exercised pursuant to ~~purchase a whole~~ this Section 2 upon surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 13) of the certificate or certificates evidencing the Warrant(s) to be exercised and upon payment to the Company of the aggregate Exercise Price for the number of Warrants which are then exercised, provided that a Warrant ~~Securities~~ may not be exercised in ~~registered form by providing certain information as set forth on the reverse side~~ part. Upon such surrender of Warrant Certificates and payment of the ~~Warrant Certificate and by paying in full, in lawful money of the United States of America, [~~Exercise Price in cash or by ~~certified~~ check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised payable to the ~~Warrant Agent at its corporate trust office~~Company, ~~provided that~~ the Company shall issue and cause to be delivered with all reasonable dispatch (and in any event within three Business Days after such ~~exercise is subject~~ surrender) to ~~receipt within five business days of such payment by~~ or upon the ~~Warrant Agent~~ written order of the ~~Warrant Certificate with~~ Holder, and in the ~~form of election to purchase Warrant Securities set forth on the reverse side~~ name of the ~~Warrant Certificate properly completed and duly executed. The date on which payment in full of~~ Holder or the ~~Warrant Price is received by the Warrant Agent shall~~Holder's nominee, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books a certificate or certificates for the number of full shares of Warrant ~~Securities purchasable~~ Stock issuable upon the exercise of such ~~Warrants~~ Warrants, together with such other property (including cash) and securities as may then be deliverable upon such exercise, including cash for fractional Warrant Stock as provided in Section 11, provided that all such Warrant Stock held by the Purchaser shall be ~~closed, no such receipt~~ subject to the restrictions set forth in Sections 7 and 8 of ~~such Warrant Certificates and no such payment of such Warrant Price~~ the Purchase Agreement. Such certificate or certificates shall be ~~effective~~ deemed to ~~constitute~~ have been issued and the ~~person~~ Person so ~~designated~~ named therein shall be deemed to ~~be named as the~~ have become a holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable Stock as of the date ~~on such next succeeding day on which~~ of the ~~transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for~~ surrender of such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably requireCertificates. (c) ~~As soon as practicable after~~ Subject to the ~~exercise of any Warrant~~terms and conditions hereof, the ~~Company~~ Warrants shall ~~issue to or upon~~ be exercisable at the ~~order~~ election of the ~~holder of~~ Holders thereof, either in full or from time to time in part (but in no event shall a Warrant be exercisable in part), and in the event that a Warrant Certificate ~~evidencing such Warrant the Warrant Securities to which such holder~~ is ~~entitled,~~ exercised in ~~fully registered form, registered in such name or names as may be directed by such holder. If~~ respect of fewer than all of the Warrants evidenced by such Warrant Certificate ~~are exercised,~~ at any time prior to the ~~Company shall execute, and an authorized officer~~ Expiration Date of ~~the Warrant Agent shall manually countersign and deliver~~such Warrant, a new Warrant Certificate evidencing the remaining Warrant or Warrants ~~for~~ will be issued and delivered pursuant to the ~~number~~ provisions of this Section 2(c). All Warrant ~~Securities remaining unexercised. (d)~~ Certificates surrendered upon exercise of Warrants shall be canceled. The Company shall ~~not be required~~ keep copies of this Agreement and any notices received hereunder available for inspection during normal business hours at its office. The Company will furnish, at its expense, copies of this Agreement and all such notices, upon request, to ~~pay~~ any ~~stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue~~ Holder of ~~the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver~~ any Warrant ~~Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due~~Certificates. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Administaff Inc \De\), Warrant Agreement (American Express Co)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a ~~new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised.~~new (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Debt Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Mirum Pharmaceuticals, Inc.), Warrant Agreement (Scynexis Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the [Senior][Subordinated] Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.Certificate

Appears in 2 contracts

Samples: Debt Securities Warrant Agreement (Onyx Pharmaceuticals Inc), Debt Securities Warrant Agreement (Onyx Pharmaceuticals Inc)

Exercise of Warrants. ~~(a) During~~ [During] [With respect to Warrants evidenced by Warrant Certificates in registered form, during] the period specified in Section ~~2.2~~2.02, ~~the~~ any whole number of Warrants may be exercised ~~to purchase a whole number of Warrant Securities in registered form~~ by providing certain information as set forth on the reverse side of the Warrant ~~Certificate~~ Certificates evidencing such Warrants and by paying in ~~full,~~ full [in lawful money of the United States of America, ] [in ~~cash or~~ applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in ~~New York Clearing House funds~~each case,] [by bank wire ~~transfer~~ transfer] [in immediately available funds,] the Warrant Price for each Warrant ~~Security with~~ exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which a event no such accrued interest shall be payable in respect of Warrant ~~is being exercised~~ Securities to be issued in registered form)) to the Warrant Agent at its corporate trust ~~office~~office at [address] [or at _________], provided that such exercise is subject to receipt within five business days of such ~~payment~~ [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [With respect to Warrants evidenced by the Global Warrant Certificate, during the period specified in Section 2.02, any whole number of Warrants may be exercised by the Holder by presentation to the Warrant Agent at its office at [address located outside the United States [and the United Kingdom]], at or prior to [time], on any day on which the Warrants are exercisable, of (i) the Global Warrant Certificate [together with, if prior to the Detachable Date, the Temporary Global Security] (or written confirmation reasonably satisfactory to the Warrant Agent that the Global Warrant Certificate [is] [and, if prior to the Detachable Date, the Temporary Global Security are] held by the Euroclear Operator and Clearstream and will be duly endorsed to reflect the exercise of Warrants [and, if prior to the Detachable Date, the surrender to the Warrant Agent of the Offered Securities to which the Warrants are attached] by the Euroclear Operator and Clearstream), (ii) a duly executed certification from the Euroclear Operator or Clearstream, as the case may be, substantially in the form set forth in Exhibit C hereto and (iii) payment in full [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds,] of the Warrant Price for each Warrant exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date, if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date, if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)). Notwithstanding the foregoing, the Holder may exercise Warrants as aforesaid on the Expiration Date at any time prior to [time] in [city of Warrant Agent's office]. Any Warrants exercised as set forth in this paragraph shall be deemed exercised at the [country] office of the Warrant Agent.] [The Warrant Agent shall retain each certificate received by it from the Euroclear Operator or Clearstream through the Expiration Date (or such earlier date by which all of the Warrants may have been exercised or cancelled) and thereafter shall dispose of them or deliver them to the Company pursuant to the instructions of the Company.] [The delivery to the Warrant Agent by the Euroclear Operator or Clearstream of any certification referred to above may be relied upon by the Company, the Warrant Agent and the Trustee as conclusive evidence that a corresponding certificate or certificates substantially in the form of Exhibit D hereto has or have been delivered to the Euroclear Operator or Clearstream, as the case may be.] [The Company will maintain in [location] (or in such other city [in western Europe] as the Company may deem advisable), until the right to exercise the Warrants shall expire or be earlier cancelled as hereinafter provided, an agency where the Global Warrant Certificate [and, if prior to the Detachable Date, the Temporary Global Security] may be presented for exercise of the Warrants represented thereby [and, if prior to the Detachable Date, for surrender for cancellation of the Offered Securities to which such Warrants are attached] and notices and demands to or upon the Company in respect of the Warrants or of this Agreement may be made.] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate [in registered form or, as the case may be, the Global Warrant Certificate [and, if required, the Temporary Global Security] and the certification of Euroclear Operator or Clearstream] as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of ~~the Warrant Price~~ Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the ~~Company~~ Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such ~~telephone~~ advice to the Company in writing~~. (b)~~ . If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and][,] the Trustee [and the Common Depositary at [both] its London and [location] office[s]] in writing [(which, in the case of exercised Warrants represented by the Global Warrant Certificate, shall be tested telex with appropriate answerback received,)] of (i) the number of ~~Warrant Securities with respect to which~~ Warrants ~~were~~ exercised, (ii) the instructions of each ~~holder~~ Holder of the Warrant Certificates [in registered form] evidencing such Warrants [or of the Euroclear Operator or Clearstream, as the case may be,] with respect to delivery of the Warrant Securities to ~~which such holder is entitled~~ be issued upon such exercise, (iii) delivery of any Warrant Certificates [in registered form] evidencing the balance, if any, of the Warrants ~~for the~~ remaining ~~Warrant Securities~~ after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. [In addition, in the case of exercised Warrants evidenced by the Global Warrant Certificate, the Warrant Agent shall, as promptly as practicable, endorse, or cause the Common Depositary, [location] office, or one of the Warrant Agent's agents to endorse, Schedule A annexed to the Global Warrant Certificate to reflect the exercise of such Warrants [and the Temporary Global Security to reflect the surrender for cancellation of the Offered Securities to which such Warrants are attached] and, if applicable, return the Global Warrant Certificate [and the Temporary Global Security] to the Common Depositary or to its order. ~~(c)~~ ] As soon as practicable after the exercise of any ~~Warrant~~Warrant [evidenced by a Warrant Certificate in registered form], but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations to or upon the order of the ~~holder~~ Holder of the Warrant Certificate evidencing ~~such Warrant~~ each Warrant, the Warrant Securities to which such ~~holder~~ Holder is entitled, in fully registered form, registered in such name or names as may be directed by such ~~holder~~Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate [in registered form] evidencing ~~Warrants for~~ the number of such Warrants remaining unexercised. [As soon as practicable after the exercise of any Warrant evidenced by the Global Warrant Certificate, the Company shall issue, pursuant to the Indenture, the Warrant Securities ~~remaining unexercised~~issuable upon such exercise, in authorized denominations (i) in fully registered form, registered in such name or names as may be directed by the Euroclear Operator or Clearstream, as the case may be, to or upon order of the Euroclear Operator or Clearstream, as the case may be, or (ii) in bearer form to the Common Depositary to be held for the account of the Euroclear Operator or Clearstream, as the case may be, together with a written confirmation substantially in form of Exhibit E hereto; provided, however, that no Warrant Security in bearer form shall be mailed or otherwise delivered to any location in the United States of America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico. ~~(d)~~ ] The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the ~~issue~~ issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Debt Warrant Agreement (Credit Suisse First Boston Usa Inc), Debt Warrant Agreement (Credit Suisse First Boston Usa Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable ~~after~~ atter the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other ~~governmental~~ govemmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Preferred Stock Warrant Agreement (Dynavax Technologies Corp), Preferred Stock Warrant Agreement (Dynavax Technologies Corp)

Exercise of Warrants. (a) ~~During the period specified in Section 2.2~~A Holder may exercise a Warrant by delivering, ~~the~~ not later than 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: any Business Day during the Exercise Period (the “Exercise Date”)] [If Warrants may be exercised on only one date: the Expiration Date] to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, and, in the case of a Global Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase ~~a whole number of~~ the Warrant Securities ~~in registered form~~ (“Election to Purchase”), properly completed and executed by ~~providing certain information as set forth~~ the Holder on the reverse ~~side~~ of the Warrant Certificate or, in the case of a Global Warrant Certificate, properly executed by the Participant and ~~by paying~~ substantially in ~~full~~the form included on the reverse of each Warrant Certificate, and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of ~~America, [in cash or~~ America by certified ~~check~~ or official bank check ~~in New York Clearing House funds] [~~or by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days . If any of ~~such payment by the Warrant Agent of~~ (a) the Warrant Certificate ~~with~~ or the ~~form of election~~ Book-Entry Warrants, (b) the Election to ~~purchase Warrant Securities set forth on~~ Purchase, or (c) the ~~reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant~~ Exercise Price therefor, is received by the Warrant Agent ~~shall~~after 5:00 P.M., ~~subject to receipt of~~ New York time, on [Unless Warrants may be exercised on only one date: the ~~Warrant Certificate as aforesaid~~specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date ~~on which~~ specified as the ~~Warrant~~ Exercise Date is ~~exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price~~not a Business Day, the ~~transfer books for the Warrant Securities purchasable upon the exercise of such~~ Warrants ~~shall~~ will be ~~closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated~~ deemed to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business received and exercised on the next succeeding day on which is a Business Day. If the ~~transfer books for~~ Warrants are received or deemed to be received after] the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant ~~Securities purchasable upon~~ Agent will be returned to the ~~exercise of such Warrants shall be opened~~Holder or Participant, ~~and~~ as the ~~certificates for~~ case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant ~~Securities~~ Agent in respect of ~~which~~ an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Warrant Agent in its sole discretion and such ~~Warrants are then exercised~~ determination will be final and binding upon the Holder and the Company. Neither the Company nor the Warrant Agent shall ~~be issuable as~~ have any obligation to inform a Holder of the ~~date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver~~ invalidity of any ~~certificate for such Warrant Securities~~exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the ~~Warrant~~ Exercise Price in an the account of the Company maintained with it the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which ~~a payment~~ funds for the exercise of the Warrants is are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such ~~telephone~~ telephonic advice to the Company in writing. (b) The Warrant Agent shall, ~~from time to time, as promptly as practicable~~by 11:00 A.M. on the Business Day following the [Unless Warrants may be exercised on only one date: Exercise Date of any Warrant] [If Warrants may be exercised on only one date: Expiration Date], advise the Company ~~of (i)~~ and the [Trustee under the Indenture applicable to] [the transfer agent and registrar in respect of] the Warrant Securities issuable upon such exercise as to the number of ~~Warrant Securities~~ Warrants exercised in accordance with ~~respect to which Warrants were exercised~~the terms and conditions of this Agreement, ~~(ii)~~ the instructions of each ~~holder of~~ Holder or Participant, as the ~~Warrant Certificates evidencing such Warrants~~ case may be, with respect to delivery of the Warrant Securities ~~to which such holder is entitled~~ issuable upon such exercise, ~~(iii)~~ and the delivery of definitive Warrant Certificates or one or more Global Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants ~~for the~~ remaining ~~Warrant Securities~~ after such exercise, and ~~(iv)~~ such other information as the Company or such [Trustee] [transfer agent and registrar] shall reasonably require. (c) ~~As soon as practicable after~~ The Company shall, by 5:00 P.M., New York time, on the ~~exercise~~ third Business Day next succeeding the [Unless Warrants may be exercised on only one date: Exercise Date of any Warrant] [If Warrants may be exercised on only one date: Expiration Date], execute, issue and deliver to the Warrant Agent, [pursuant to the Indenture applicable to the Warrant Securities, the ~~Company shall issue to or upon~~ Warrant Securities, duly authenticated by the ~~order~~ Trustee of ~~the holder of~~ such Indenture and in authorized denominations] [the Warrant ~~Certificate evidencing such Warrant the Warrant Securities~~ Securities] to which such ~~holder~~ Holder is entitled, in fully registered form, registered in such name or names as may be directed by such ~~holder~~Holder or the Participant, as the case may be. ~~If fewer than all~~ Upon receipt of ~~the Warrants evidenced by~~ such Warrant ~~Certificate are exercised~~Securities, ~~the Company shall execute, and an authorized officer of~~ the Warrant Agent ~~shall manually countersign and deliver~~shall, ~~a new Warrant Certificate evidencing~~ by 5:00 P.M., New York time, on the fifth Business Day next succeeding [Unless Warrants ~~for~~ may be exercised on only one date: such Exercise Date] [If Warrants may be exercised on only one date: the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Expiration Date], transmit such Warrant Securities, to or upon the order of the Holder or Participant, as the case may be, together with, or preceded by the prospectus referred to in Section 5.06 hereof. The Company agrees that it will provide such information and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established documents to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant ~~Securities, a number of shares sufficient to provide~~ Agent as may be necessary for the ~~exercise of the Warrants~~Warrant Agent to fulfill its obligations hereunder.

Appears in 2 contracts

Samples: Warrant Agreement (Thomas Weisel Partners Group, Inc.), Warrant Agreement (Pmi Group Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such ~~exercise,~~ exercise and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Common Stock Warrant Agreement (Biocept Inc), Preferred Stock Warrant Agreement (Biocept Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt ~~within five business days of such payment~~ by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Sun Healthcare Group Inc), Warrant Agreement (Sun Healthcare Group Inc)

Exercise of Warrants. (a) ~~During~~ Subject to the ~~period specified in Section 2.2~~terms of the Warrant, ~~the Warrants~~ any Warrant may be exercised ~~to purchase a whole number of~~ upon any single occasion during the exercise period. A Warrant ~~Securities in registered form~~ shall be exercised by ~~providing certain information as set forth on the reverse side of~~ the Warrant ~~Certificate and~~ Holder by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised surrendering to the Warrant Agent ~~at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of~~ the Warrant Certificate with the exercise form ~~of election to purchase Warrant Securities set forth~~ on the reverse ~~side~~ of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good check or bank draft payable to the order of the Warrant Agent, the Exercise Price for each Share to be purchased. (b) Upon receipt of a Warrant Certificate ~~properly completed and~~ with the exercise form thereon duly ~~executed. The date on which~~ executed together with payment in full of the ~~Warrant~~ Exercise Price ~~is received by~~ for the Shares for which Warrants are then being exercised, the Warrant Agent ~~shall~~shall requisition from any transfer agent for the Shares, ~~subject to~~ and upon receipt shall make delivery of, certificates evidencing the total number of whole Shares for which Warrants are then being exercised in such names and denominations as are required for delivery to, or in accordance with the instructions of, the Warrant ~~Certificate as aforesaid,~~ Holder. Such certificates for the Shares shall be deemed to be issued, and the ~~date on which the Warrant is exercised; provided, however, that if, at the date~~ person whom such Shares are issued of ~~receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants~~ record shall be ~~closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective~~ deemed to ~~constitute the person so designated to be named as the~~ have become a holder of record of such ~~Warrant Securities on such date~~Shares, ~~but shall be effective to constitute such person~~ as of the ~~holder~~ date of ~~record~~ the surrender of such Warrant ~~Securities for all purposes at~~ Certificate and payment of the ~~opening of business on the next succeeding day on which~~ Exercise Price, whichever shall last occur; provided that if the transfer books ~~for~~ of the ~~Warrant Securities purchasable upon~~ Company with respect to the ~~exercise of such Warrants~~ Shares, shall be ~~opened~~closed, ~~and~~ the certificates for the Shares issuable upon exercise of the Warrant ~~Securities in respect of which such Warrants are then exercised~~ shall be ~~issuable~~ issued as of the date on which such ~~next succeeding day on which the transfer~~ books shall next be ~~opened~~open, and the person to whom such Shares are issued of record shall be deemed to have become a record holder of such Shares as of the date on which such books shall next be open (whether before, on or after the Expiration Date) and until such date the ~~Company~~ Warrant Agent shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably requireShares. (c) ~~As soon as practicable after~~ If less than all a Warrant Holder’s Warrants are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with, transfer instructions properly given by the Warrant Holder until the Expiration Date. (d) All Warrant Certificates surrendered upon exercise shall be cancelled. (e) Upon the exercise of any Warrant, the ~~Company~~ Warrant Agent shall ~~issue to or upon~~ promptly deposit the ~~order~~ payment into an escrow account established by mutual agreement of the ~~holder of~~ Company and the Warrant ~~Certificate evidencing such Warrant~~ Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant ~~Securities~~ Agent to ~~which such holder is entitled~~be collected funds. Once the funds are determined to be collected, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall ~~manually countersign and deliver~~cause the share certificate(s) representing the exercised Warrants to be issued. (f) Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, including delivery of Share certificates to the shareholder, will be deducted from the Exercise Price submitted by a ~~new~~ Warrant ~~Certificate evidencing Warrants for~~ Holder prior to the distribution of funds to the Company. A detailed accounting statement relating to the number of Warrants exercised, names and registered Warrant ~~Securities remaining unexercised. (d~~Holder(s) ~~The Company shall not~~ and the net amount of exercised funds remitted will be ~~required~~ given to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company ~~shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to~~ with the ~~Company’s satisfaction that no such tax or other charge is due~~payment of each exercise amount. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Healthy Fast Food Inc), Warrant Agreement (Healthy Fast Food Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the [Senior][Subordinated] Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate ~~are~~ were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.. ARTICLE

Appears in 2 contracts

Samples: Debt Securities Warrant Agreement (Rigel Pharmaceuticals Inc), Debt Securities Warrant Agreement (Omnicell Inc /Ca/)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of the Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Preferred Stock Warrant Agreement (Cerus Corp), Preferred Stock Warrant Agreement (Cerus Corp)

Appears in 2 contracts

Samples: Common Stock Warrant Agreement (Paratek Pharmaceuticals, Inc.), Common Stock Warrant Agreement (Paratek Pharmaceuticals, Inc.)

Exercise of Warrants. ~~(a) During~~ All or any part of the ~~period specified in Section 2.2, the Warrants~~ Warrant may be exercised ~~to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth~~ commencing on the ~~reverse side~~ first anniversary of the Effective Date and ending at 5 p.m. Pacific Time on the fifth anniversary of the Effective Date by surrendering this Warrant Certificate, together with appropriate instructions, duly executed by the Warrantholder or by its duly authorized attorney, at the office of the Company, 4553 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx xxx Xxx, Xxxxxxxxxx 00000, xx at such other office or agency as the Company may designate. The date on which such instructions are received by the Company shall be the date of exercise. If the Holder has elected a Cashless Exercise, such instructions shall so state. Upon receipt of notice of exercise, the Company shall immediately instruct its transfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the Warrant ~~Certificate~~ exercise. When such certificates are prepared, the Company shall notify the Warrantholder and deliver such certificates to the Warrantholder or as per the Warrantholder's instructions immediately upon payment in full by ~~paying in full~~the Warrantholder, in lawful money of the United ~~States~~ States, of ~~America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds]~~ the ~~Warrant~~ Exercise Price ~~for each Warrant Security~~ payable with respect to ~~which a Warrant is~~ the Securities being ~~exercised to~~ purchased, if any. If the ~~Warrant Agent at its corporate trust office, provided~~ Warrantholder shall represent and warrant that ~~such exercise is subject to receipt within five business days of such payment by the Warrant Agent~~ all applicable registration and prospectus delivery requirements for their sale have been complied with upon sale of the ~~Warrant Certificate with the form of election to purchase Warrant~~ Securities ~~set forth on the reverse side~~ received upon exercise of the ~~Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall~~Warrant, ~~subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of~~ such ~~Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants~~ certificates shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which not bear a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities legend with respect to ~~which Warrants were exercised, (ii)~~ the ~~instructions~~ Securities Act of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder1933. If fewer than all of the ~~Warrants evidenced by such~~ Securities purchasable under the Warrant ~~Certificate~~ are ~~exercised~~purchased, the Company ~~shall execute~~will, upon such partial exercise, execute and ~~an authorized officer of~~ deliver to the ~~Warrant Agent shall manually countersign and deliver,~~ Warrantholder a new Warrant Certificate (dated the date hereof), in form and tenor similar to this Warrant Certificate, evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue that portion of the Warrant ~~Securities, and in the event that any such transfer is involved, the Company shall~~ not exercised. The Securities to be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the obtained on exercise of the ~~Warrants~~Warrant will be deemed to have been issued, and any person exercising the Warrants will be deemed to have become a holder of record of those Securities, as of the date of the payment of the Exercise Price.

Appears in 2 contracts

Samples: Purchase Warrant (Adstar Com Inc), Purchase Warrant (Adstar Com Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the [Senior] [Subordinated] Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Debt Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Actinium Pharmaceuticals, Inc.), Warrant Agreement (Autobytel Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to ~~purchase~~ subscribe for a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to ~~purchase~~ subscribe for Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in ~~fully~~ registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp ~~or other~~ duty, stamp duty reserve tax, issuance, transfer restriction tax or other tax, duty, fee or other governmental ~~charge required~~ charge, including any penalty or interest in respect thereof (a “Transfer Tax”) arising in relation to ~~be paid in connection with~~ any ~~transfer involved in the~~ transfer, issue or other delivery of the Warrant Securities, and in the event that any such ~~transfer~~ transfer, issue or other delivery is involved, the Company shall not be required to transfer, issue or otherwise deliver any Warrant Security until such ~~tax or other charge~~ Transfer Tax shall have been paid or it has been established to the Company’s satisfaction that no such ~~tax~~ Transfer Tax is due or ~~other charge is due~~may arise. (e) Prior to the issuance of any Warrants ~~there shall have been reserved~~pursuant to this Agreement, and ~~the Company shall~~ at all times through the Expiration ~~Date keep reserved~~Date, ~~out of its authorized but unissued Warrant Securities, a number of shares~~ the Company shall ensure that the Directors have sufficient ~~to provide for the exercise~~ authority and power under section 551 and section 570 of the UK Companies Xxx 0000 to issue such Warrants.

Appears in 2 contracts

Samples: Ordinary Shares Warrant Agreement (BICYCLE THERAPEUTICS PLC), Ordinary Shares Warrant Agreement (BICYCLE THERAPEUTICS PLC)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.by (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Common Stock Warrant Agreement (Biocept Inc), Preferred Stock Warrant Agreement (Biocept Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.new

Appears in 2 contracts

Samples: Warrant Agreement (Reneo Pharmaceuticals, Inc.), Debt Securities Warrant Agreement (Spruce Biosciences, Inc.)

Exercise of Warrants. (a) ~~During~~ A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the ~~period specified~~ Exercise Period (the “Exercise Date”) to the Warrant Agent at its stock transfer division (i) the Warrant Certificate evidencing the Warrants to be exercised, and, in ~~Section 2.2~~the case of a Book-Entry Warrant Certificate, the Warrants ~~may~~ to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase ~~a whole number of Warrant Securities in registered form~~ the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by ~~providing certain information as set forth~~ the Holder on the reverse ~~side~~ of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly executed by the Participant and ~~by paying~~ substantially in ~~full~~the form included on the reverse of each Warrant Certificate, and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of ~~America, [in cash or~~ America by certified ~~check~~ or official bank check ~~in New York Clearing House funds] [~~or by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days . If any of ~~such payment by the Warrant Agent of~~ (A) the Warrant Certificate ~~with~~ or the ~~form of election~~ Book-Entry Warrants, (B) the Election to ~~purchase Warrant Securities set forth on~~ Purchase, or (C) the ~~reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant~~ Exercise Price therefor, is received by the Warrant Agent ~~shall~~after 5:00 P.M., ~~subject to receipt of~~ New York time, on the ~~Warrant Certificate as aforesaid~~specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date ~~on which~~ specified as the ~~Warrant~~ Exercise Date is ~~exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price~~not a Business Day, the ~~transfer books for the Warrant Securities purchasable upon the exercise of such~~ Warrants ~~shall~~ will be ~~closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated~~ deemed to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business received and exercised on the next succeeding day ~~on which~~ that is a Business Day. If the ~~transfer books for~~ Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant ~~Securities purchasable upon~~ Agent will be returned to the ~~exercise of such Warrants shall be opened~~Holder or Participant, ~~and~~ as the ~~certificates for~~ case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant ~~Securities~~ Agent in respect of ~~which~~ an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such ~~Warrants are then exercised~~ determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall ~~be issuable as~~ have any obligation to inform a Holder of the ~~date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver~~ invalidity of any ~~certificate for such Warrant Securities~~exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the ~~Warrant~~ Exercise Price in an the account of the Company maintained with it the Warrant Agent for such purpose and shall advise the Company ~~by telephone~~ at the end of each day on which ~~a payment~~ funds for the exercise of the Warrants is are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such ~~telephone~~ telephonic advice to the Company in writing. (b) The Warrant Agent shall, ~~from time to time, as promptly as practicable~~by 11:00 A.M on the Business Day following the Exercise Date of any Warrant, advise the Company and the transfer agent and registrar in respect of ~~(i)~~ the Shares issuable upon such exercise as to the number of ~~Warrant Securities~~ Warrants exercised in accordance with ~~respect to which Warrants were exercised~~the terms and conditions of this Agreement, ~~(ii)~~ the instructions of each ~~holder of~~ Holder or Participant, as the ~~Warrant Certificates evidencing such Warrants~~ case may be, with respect to delivery of the ~~Warrant Securities to which such holder is entitled~~ Shares issuable upon such exercise, ~~(iii)~~ and the delivery of definitive Warrant Certificates or one or more Book-Entry Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants ~~for the~~ remaining ~~Warrant Securities~~ after such exercise, and ~~(iv)~~ such other information as the Company or such transfer agent and registrar shall reasonably require. (c) ~~As soon as practicable after~~ The Company shall, by 5:00 P.M., New York time, on the ~~exercise~~ third Business Day next succeeding the Exercise Date of any Warrant, ~~the Company shall~~ execute, issue and deliver to ~~or upon the order of the holder of~~ the Warrant ~~Certificate evidencing such Warrant~~ Agent, the ~~Warrant Securities~~ Shares to which such ~~holder~~ Holder is entitled, in fully registered form, registered in such name or names as may be directed by such ~~holder~~Holder or the Participant, as the case may be. Upon receipt of such Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding such Exercise Date, transmit such Shares, to or upon the order of the Holder or Participant, as the case may be, together with, or preceded by the prospectus referred to in Section 6.07 hereof. The Company agrees that it will provide such information and documents to the Warrant Agent as may be necessary for the Warrant Agent to fulfill its obligations hereunder. (d) The accrual of dividends, if any, on the Shares issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the Shares. From and after the issuance of such Shares, the former Holder of the Warrants exercised will be entitled to the benefits generally available to other holders of Shares and such former Holder’s right to receive payments of dividends and any other amounts payable in respect of the Shares shall be governed by, and shall be subject to, the terms and provisions generally applicable to such Shares. (e) Warrants may be exercised only in whole numbers of Warrants. If fewer than all of the Warrants evidenced by ~~such~~ a Warrant Certificate are exercised, a new Warrant Certificate for the number of Warrants remaining unexercised shall be executed by the Company ~~shall execute~~and countersigned by the Warrant Agent as provided in Section 1.02 hereof, and ~~an authorized officer~~ delivered to the Holder at the address specified on the books of the Warrant Agent ~~shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised~~or as otherwise specified by such Holder. (df) The Company shall not be required to pay any stamp or other tax or ~~other~~ governmental charge required to be paid in connection with any transfer involved in the issue of the ~~Warrant Securities,~~ Shares upon the exercise of Warrants; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any ~~Warrant Security~~ Shares until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (TAC Acquisition Corp.), Warrant Agreement (Global Logistics Acquisition CORP)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to ~~purchase~~ subscribe for a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to ~~purchase~~ subscribe for Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) ~~As soon as practicable after~~ The Company shall not be required to pay any stamp duty, stamp duty reserve tax, issuance, transfer, registration tax or other tax, duty, fee or other governmental charge, including any penalty or interest in respect thereof (a “Transfer Tax”) arising in relation to any transfer, issue or other delivery of the ~~exercise of~~ Warrant Securities, and in the event that any ~~Warrant~~such transfer, issue or other delivery is involved, the Company shall not be required to transfer, issue or otherwise deliver any Warrant Security until such Transfer Tax shall have been paid or it has been established to the Company's satisfaction that no such Transfer Tax is due or ~~upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as~~ may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercisedarise. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants ~~there shall have been reserved~~pursuant to this Agreement, and ~~the Company shall~~ at all times through the Expiration Date ~~keep reserved, out of its authorized but unissued Warrant Securities, a number of shares~~ the Company shall ensure that the Directors have sufficient ~~to provide for the exercise~~ authority and power under section 551 and (if applicable) section 570 of the UK Companies Xxx 0000 to issue such Warrants.

Appears in 2 contracts

Samples: Preference Shares Warrant Agreement (BICYCLE THERAPEUTICS PLC), Preference Shares Warrant Agreement (BICYCLE THERAPEUTICS PLC)

Exercise of Warrants. A Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (athe "Exercise Date") ~~During~~ to the ~~period specified~~ Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in ~~Section 2.2~~the case of a Book-Entry Warrant Certificate, the Warrants ~~may~~ to be exercised (the "Book-Entry Warrants") free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase ~~a whole number of Warrant Securities in registered form~~ the Shares underlying the Warrants to be exercised ("Election to Purchase"), properly completed and executed by ~~providing certain information as set forth~~ the Registered Holder on the reverse ~~side~~ of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository's procedures, and ~~by paying in full,~~ (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of ~~America, [in cash or~~ America by certified ~~check~~ or official bank check ~~in New York Clearing House funds] [~~or by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days . If any of ~~such payment by the Warrant Agent of~~ (A) the Warrant Certificate ~~with~~ or the ~~form of election~~ Book-Entry Warrants, (B) the Election to ~~purchase Warrant Securities set forth on~~ Purchase, or (C) the ~~reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant~~ Exercise Price therefor, is received by the Warrant Agent ~~shall~~after 5:00 P.M., ~~subject to receipt of~~ New York time, on the ~~Warrant Certificate as aforesaid~~specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date ~~on which~~ specified as the ~~Warrant~~ Exercise Date is ~~exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price~~not a Business Day, the ~~transfer books for the Warrant Securities purchasable upon the exercise of such~~ Warrants ~~shall~~ will be ~~closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated~~ deemed to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business received and exercised on the next succeeding day ~~on which~~ that is a Business Day. If the ~~transfer books for~~ Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant ~~Securities purchasable upon~~ Agent will be returned to the ~~exercise of such Warrants shall be opened~~Registered Holder or Participant, ~~and~~ as the ~~certificates for~~ case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant ~~Securities~~ Agent in respect of ~~which~~ an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such ~~Warrants are then exercised~~ determination will be final and binding upon the Registered Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall ~~be issuable as~~ have any obligation to inform a Registered Holder of the ~~date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver~~ invalidity of any ~~certificate for such Warrant Securities~~exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the ~~Warrant~~ Exercise Price in an the account of the Company maintained with it the Warrant Agent for such purpose and shall advise the Company ~~by telephone~~ at the end of each day on which ~~a payment~~ funds for the exercise of the Warrants is are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such ~~telephone~~ telephonic advice to the Company in writing. (bi) The Warrant Agent shall, ~~from time to time, as promptly as practicable~~by 11:00 A.M. on the Business Day following the Exercise Date of any Warrant, advise the Company and the transfer agent and registrar in respect of (ia) the shares of Common Stock (the "Shares") issuable upon such exercise as to the number of ~~Warrant Securities~~ Warrants exercised in accordance with ~~respect to which Warrants were exercised~~the terms and conditions of this Agreement, (iib) the instructions of each ~~holder of~~ Registered Holder or Participant, as the ~~Warrant Certificates evidencing such Warrants~~ case may be, with respect to delivery of the ~~Warrant Securities to which such holder is entitled~~ Shares issuable upon such exercise, ~~(iii)~~ and the delivery of definitive Warrant ~~Certificates~~ Certificates, as appropriate, evidencing the balance, if any, of the Warrants ~~for the~~ remaining ~~Warrant Securities~~ after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (ivd) such other information as the Company or such transfer agent and registrar shall reasonably require. (cii) ~~As soon as practicable after~~ The Company shall, by 5:00 P.M., New York time, on the ~~exercise~~ third Business Day next succeeding the Exercise Date of any ~~Warrant,~~ Warrant and the ~~Company shall issue to or upon the order~~ clearance of the ~~holder~~ funds in payment of the Warrant ~~Certificate evidencing such Warrant~~ Price, execute, issue and deliver to the Warrant ~~Securities~~ Agent, the Shares to which such ~~holder~~ Registered Holder is entitled, in fully registered form, registered in such name or names as may be directed by such ~~holder~~Holder or the Participant, as the case may be. Upon receipt of such Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding such Exercise Date, transmit such Shares, to or upon the order of the Registered Holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Shares issuable upon exercise, provided the Company's transfer agent is participating in the Depository Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares issuable upon exercise to the Registered Holder or Participant by crediting the account of the Registered Holder's prime broker with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant unless a registration statement under the Act with respect to the Common Stock is effective. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise would be unlawful. (iii) The accrual of dividends, if any, on the Shares issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the Shares. From and after the issuance of such Shares, the former Registered Holder of the Warrants exercised will be entitled to the benefits generally available to other holders of Shares and such former Registered Holder's right to receive payments of dividends and any other amounts payable in respect of the Shares shall be governed by, and shall be subject to, the terms and provisions generally applicable to such Shares. (iv) Warrants may be exercised only in whole numbers of Warrants. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. If fewer than all of the Warrants evidenced by ~~such~~ a Warrant Certificate are exercised, a new Warrant Certificate for the number of Warrants remaining unexercised shall be executed by the Company ~~shall execute~~and countersigned by the Warrant Agent as provided in Section 2 hereof, and ~~an authorized officer~~ delivered to the holder of this Warrant Certificate at the address specified on the books of the Warrant Agent ~~shall manually countersign and deliver~~or as otherwise specified by such Registered Holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a ~~new~~ notation shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant ~~Certificate~~ Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants ~~for the number of Warrant Securities~~ remaining ~~unexercised~~after such exercise. (dv) The Company shall not be required to pay any stamp or other tax or ~~other~~ governmental charge required to be paid in connection with any transfer involved in the issue of the ~~Warrant Securities,~~ Shares upon the exercise of Warrants; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any ~~Warrant Security~~ Shares until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Treehouse Partners CORP), Warrant Agreement (Treehouse Partners CORP)

Exercise of Warrants. ~~(a)~~ During the period specified in Section ~~2.2~~2.02, ~~the~~ any whole number of Warrants may be exercised ~~to purchase a whole number of Warrant Securities in registered form~~ by providing certain information as set forth on the reverse side of the Warrant ~~Certificate~~ Certificates evidencing such Warrants and by paying in ~~full,~~ full [in lawful money of the United States of America, ] [in ~~cash or~~ applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in ~~New York Clearing House funds~~each case,] [by bank wire ~~transfer~~ transfer] [in immediately available funds,] the Warrant Price for each Warrant ~~Security with~~ exercised [(plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which a event no such accrued interest shall be payable in respect of Warrant ~~is being exercised~~ Securities to be issued in registered form))] to the Warrant Agent at its corporate trust ~~office~~office at [address] [or at ___________], provided that such exercise is subject to receipt within five business days of such ~~payment~~ [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [Insert Cashless Exercise Option provisions, if applicable] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of ~~the Warrant Price~~ Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the ~~Company~~ Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such ~~telephone~~ advice to the Company in writing~~. (b)~~ . If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee in writing of (i) the number of ~~Warrant Securities with respect to which~~ Warrants ~~were~~ exercised, (ii) the instructions of each ~~holder~~ Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to ~~which such holder is entitled~~ be issued upon such exercise, (iii) delivery of any Warrant Certificates evidencing the balance, if any, of the Warrants ~~for the~~ remaining ~~Warrant Securities~~ after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require~~. (c)~~ . As soon as practicable after the exercise of any Warrant, but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall ~~issue~~ issue[, pursuant to the Indenture, in authorized denominations to or upon the order of the ~~holder~~ Holder of the Warrant Certificate evidencing ~~such Warrant~~ each Warrant,] the Warrant Securities to which such ~~holder~~ Holder is entitled, in fully registered form, registered in such name or names as may be directed by such ~~holder~~Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing ~~Warrants for~~ the number of ~~Warrant Securities~~ such Warrants remaining unexercised~~. (d)~~ . The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the ~~issue~~ issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Global Signal Inc), Warrant Agreement (Newcastle Investment Corp)

Exercise of Warrants. (ai) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (bii) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. (ciii) As soon as practicable after the exercise of any Warrant, the Company shall issue pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (div) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (ev) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Debt Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Fastly, Inc.), Warrant Agreement (Fastly, Inc.)

Exercise of Warrants. ~~(a)~~ During the period specified in Section ~~2.2~~2.02, ~~the~~ any whole number of Warrants may be exercised ~~to purchase a whole number of Warrant Securities in registered form~~ by providing certain information as set forth on the reverse side of the Warrant ~~Certificate~~ Certificates evidencing such Warrants and by paying in ~~full,~~ full [in lawful money of the United States of America, ] [in ~~cash or~~ applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in ~~New York Clearing House funds~~each case,] [by bank wire ~~transfer~~ transfer] [in immediately available funds,] the Warrant Price for each Warrant ~~Security with respect to which a Warrant is being~~ exercised to the Warrant Agent at its corporate trust ~~office~~office at [address] [or at __________], provided that such exercise is subject to receipt within five business days of such ~~payment~~ [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of ~~the Warrant Price~~ Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the ~~Company~~ Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such ~~telephone~~ advice to the Company in writing~~. (b)~~ . If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of ~~Warrant Securities with respect to which~~ Warrants ~~were~~ exercised, (ii) the instructions of each ~~holder~~ Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to ~~which such holder is entitled~~ be issued upon such exercise, (iii) delivery of any Warrant Certificates evidencing the balance, if any, of the Warrants ~~for the~~ remaining ~~Warrant Securities~~ after such exercise, and (iv) such other information as the Company shall reasonably require~~. (c)~~ . As soon as practicable after the exercise of any Warrant, but subject to receipt by the ~~Company shall issue to or upon the order of the holder~~ Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall issue the Warrant Securities to which such ~~holder~~ Holder is entitled, in fully registered form, registered in such name or names as may be directed by such ~~holder~~Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing ~~Warrants for~~ the number of ~~Warrant Securities~~ such Warrants remaining unexercised~~. (d)~~ . The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the ~~issue~~ issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due~~. (e)~~ . Prior to the issuance of any Warrants there shall ~~have been~~ be reserved, and the Company shall at all times ~~through the Expiration Date~~ keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the ~~Warrants~~Warrant Certificates.

Appears in 2 contracts

Samples: Preferred Stock Warrant Agreement (Credit Suisse First Boston Usa Inc), Preferred Stock Warrant Agreement (Donaldson Lufkin & Jenrette Inc /Ny/)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, ~~[in cash or~~ by ~~certified~~ check or ~~official bank check in New York Clearing House funds] [by~~ bank wire transfer in immediately available funds] , the ~~Warrant~~ Strike Price for each Warrant Security with respect to which ~~a Warrant is~~ the applicable Warrants are being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the ~~Warrant~~ Strike Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the ~~Warrant~~ Strike Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such ~~Warrant~~ Strike Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the ~~Warrant~~ Strike Price in an account of the Company maintained with it and shall advise the Company by ~~telephone~~ e-mail at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of of: (i) the number of Warrant Securities with respect to which Warrants ~~were~~ have been exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) the instructions of each holder of the Warrant Certificate evidencing such Warrants with respect to delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any ~~Warrant~~Warrants, the Company shall ~~issue~~ issue, or cause to be issued, to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrants the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall ~~manually~~ countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due. (e) ~~Prior to the issuance of any Warrants there shall have been reserved, and the~~ The Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Medical Nutrition Usa Inc), Warrant Agreement (Medical Nutrition Usa Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the [Senior] [Subordinated] Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Debt Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Sunshine Heart, Inc.), Warrant Agreement (Sunshine Heart, Inc.)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.for

Appears in 2 contracts

Samples: Warrant Agreement (Aptevo Therapeutics Inc.), Warrant Agreement (Aptevo Therapeutics Inc.)

Exercise of Warrants. (a) ~~During the period specified in Section 2.2, the~~ Warrants may be exercised by surrendering the Warrant Certificate evidencing such Warrants at the principal office of the Company, with the Election to ~~purchase a whole number of Warrant Securities in registered~~ Exercise form ~~by providing certain information as~~ set forth on the reverse ~~side~~ of the Warrant Certificate duly completed and signed, and by paying in ~~full~~full to the Company (i) in cash, ~~in lawful money of the United States of America, [in cash~~ or (ii) by certified ~~check~~ or official bank check ~~in New York Clearing House funds] [~~or (iii) by ~~bank wire transfer in immediately available funds]~~ any combination of the ~~Warrant~~ foregoing, the Exercise Price for each Warrant ~~Security with respect~~ Share as to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then being exercised ~~shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened~~and any applicable taxes, ~~and until such date~~ other than taxes that the Company ~~shall be~~ is required to pay under ~~no duty to deliver any certificate for~~ subsection (d) below. A Warrantholder may exercise such holder’s Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the full number of Warrant Shares issuable upon exercise thereof or any lesser number of ~~Warrants is received of the amount so deposited to its account. The~~ whole Warrant ~~Agent shall promptly confirm such telephone advice to the Company in writing~~Shares. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any ~~Warrant~~Warrants and payment by the Warrantholder of the full Exercise Price for the Warrant Shares as to which such Warrants are then being exercised, the Company shall ~~issue~~ requisition from the transfer agent for the shares of Common Stock and deliver to or upon the order of such Warrantholder a certificate or certificates for the ~~holder~~ number of ~~the~~ full Warrant ~~Certificate evidencing such Warrant the Warrant Securities~~ Shares to which such ~~holder~~ Warrantholder is entitled, ~~in fully registered form,~~ registered in the name of such ~~name~~ Warrantholder or ~~names~~ as ~~may~~ such Warrantholder shall direct to the Company in writing. Fractional Warrant Shares that otherwise would be ~~directed by~~ issuable in respect of such ~~holder~~exercise shall be paid in cash as provided in Section 2.03, and the number of Warrant Shares issuable to such Warrantholder shall be rounded down to the next nearest whole number. If ~~fewer than all of the Warrants evidenced by~~ such Warrant Certificate ~~are exercised~~shall not have been exercised in full, the Company ~~shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver,~~ will issue to such Warrantholder a new Warrant Certificate ~~evidencing Warrants~~ exercisable for the number of shares of Common Stock as to which such Warrant ~~Securities remaining unexercised~~shall not have been exercised. The Company will cancel all Warrants so surrendered. (c) Each person in whose name any such certificate for Warrant Shares is issued shall for all purposes be deemed to have become the holder of record of such Warrant Shares on the date on which the Warrant Certificate was surrendered to the Company and payment of the Exercise Price and any applicable taxes was made to the Company, irrespective of the date of delivery of such certificate for Warrant Shares. (d) The Company ~~shall~~ will pay all documentary stamp taxes attributable to the initial issuance of Warrant Shares. The Company will not be ~~required~~ required, however, to pay any ~~stamp or other~~ tax ~~or other governmental charge required to be paid~~ imposed in connection with any transfer involved in the issue of the Warrant ~~Securities, and~~ Shares in a name other than that of the ~~event that any~~ Warrantholder. In such ~~transfer is involved~~case, the Company ~~shall~~ will not be required to issue any certificate for Warrant Shares until the person or ~~deliver~~ persons requesting the same shall have paid to the Company the amount of any ~~Warrant Security until~~ such tax or ~~other charge~~ shall have ~~been paid or it has been~~ established to the Company’s satisfaction that the tax has been paid or that no ~~such~~ tax ~~or other charge~~ is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Highland Hospitality Corp), Warrant Agreement (Highland Hospitality Corp)

Exercise of Warrants. (a) During the period specified in Section ~~2.2~~2.02, ~~the~~ any whole number of Warrants may be exercised by delivery to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate evidencing such Warrant, with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed, and by paying in full [in lawful money of the United States of America] [in the foreign currency or currency unit in which the Warrant Securities are denominated] by bank wire transfer in immediately available funds the Warrant Price for each Warrant exercised to the principal corporate trust office of the Warrant Agent [or at [________]]. The date on which the duly completed and executed Warrant Certificate and payment in full of the Warrant Price is received by the Warrant Agent ~~shall, subject to receipt of the Warrant Certificate as aforesaid,~~ shall be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a ~~payment~~ wire transfer for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of ~~Warrant Securities with respect to which~~ Warrants ~~were~~ exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants ~~for the~~ remaining ~~Warrant Securities~~ after such ~~exercise,~~ exercise and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall ~~execute~~execute (attested and under seal as aforesaid), and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing ~~Warrants for~~ the number of ~~Warrant Securities~~ such Warrants remaining unexercised, unless sufficient time does not exist before the Expiration Date to exercise such Warrants in accordance with the provisions of this Agreement. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the ~~issue~~ issuance of the Warrant ~~Securities,~~ Securities and ~~in the event that any such transfer is involved,~~ the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it ~~has~~ shall have been established to the ~~Company’s~~ satisfaction of the Company that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Arrow Electronics Inc), Warrant Agreement (Arrow Electronics Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp ~~or other~~ duty, stamp duty reserve tax, issuance, transfer, registration tax or other tax, duty, fee or other governmental ~~charge required~~ charge, including any penalty or interest in respect thereof (a “Transfer Tax”) arising in relation to ~~be paid in connection with~~ any ~~transfer involved in the~~ transfer, issue or other delivery of the Warrant Debt Securities, and in the event that any such ~~transfer~~ transfer, issue or delivery is involved, the Company shall not be required to transfer, issue or otherwise deliver any Warrant ~~Security~~ Debt Securities until such ~~tax or other charge shall~~ Transfer Taxshall have been paid or it has been established to the Company’s 's satisfaction that no such ~~tax~~ Transfer Tax is due or ~~other charge is due~~may arise. (e) Prior to the issuance of any Warrants ~~there shall have been reserved~~exercisable for Debt Securities convertible into Ordinary Shares pursuant to this Agreement, and ~~the Company shall~~ at all times through the Expiration ~~Date keep reserved~~Date, ~~out of its authorized but unissued Warrant Securities, a number of shares~~ the Company shall ensure that the Directors have sufficient ~~to provide for the exercise~~ authority and power under section 551 and section 570 of the ~~Warrants.~~UK Companies Xxx 0000 to issue such Warrants and/or such Debt Securities (as applicable)

Appears in 2 contracts

Samples: Debt Securities Warrant Agreement (BICYCLE THERAPEUTICS PLC), Debt Securities Warrant Agreement (BICYCLE THERAPEUTICS PLC)

Exercise of Warrants. (a) ~~During~~ A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the ~~period specified~~ Exercise Period (the “Exercise Date”) to the Warrant Agent at its stock transfer division (i) the Warrant Certificate evidencing the Warrants to be exercised, and, in ~~Section 2.2~~the case of a Book-Entry Warrant Certificate, the Warrants ~~may~~ to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase ~~a whole number of Warrant Securities in registered form~~ the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by ~~providing certain information as set forth~~ the Holder on the reverse ~~side~~ of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly executed by the Participant and ~~by paying~~ substantially in ~~full~~the form included on the reverse of each Warrant Certificate, and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of ~~America, [in cash or~~ America by certified ~~check~~ or official bank check ~~in New York Clearing House funds] [~~or by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days . If any of ~~such payment by the Warrant Agent of~~ (A) the Warrant Certificate ~~with~~ or the ~~form of election~~ Book-Entry Warrants, (B) the Election to ~~purchase Warrant Securities set forth on~~ Purchase, or (C) the ~~reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant~~ Exercise Price therefor, is received by the Warrant Agent ~~shall~~after 5:00 P.M., ~~subject to receipt of~~ New York time, on the ~~Warrant Certificate as aforesaid~~specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date ~~on which~~ specified as the ~~Warrant~~ Exercise Date is ~~exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price~~not a Business Day, the ~~transfer books for the Warrant Securities purchasable upon the exercise of such~~ Warrants ~~shall~~ will be ~~closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated~~ deemed to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business received and exercised on the next succeeding day ~~on which~~ that is a Business Day. If the ~~transfer books for~~ Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant ~~Securities purchasable upon~~ Agent will be returned to the ~~exercise of such Warrants shall be opened~~Holder or Participant, ~~and~~ as the ~~certificates for~~ case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant ~~Securities~~ Agent in respect of ~~which~~ an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such ~~Warrants are then exercised~~ determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall ~~be issuable as~~ have any obligation to inform a Holder of the ~~date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver~~ invalidity of any ~~certificate for such Warrant Securities~~exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the ~~Warrant~~ Exercise Price in an the account of the Company maintained with it the Warrant Agent for such purpose and shall advise the Company ~~by telephone~~ at the end of each day on which ~~a payment~~ funds for the exercise of the Warrants is are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such ~~telephone~~ telephonic advice to the Company in writing. (b) The Warrant Agent shall, ~~from time to time, as promptly as practicable~~by 11:00 A.M on the Business Day following the Exercise Date of any Warrant, advise the Company and the transfer agent and registrar in respect of ~~(i)~~ the Shares issuable upon such exercise as to the number of ~~Warrant Securities~~ Warrants exercised in accordance with ~~respect to which Warrants were exercised~~the terms and conditions of this Agreement, ~~(ii)~~ the instructions of each ~~holder of~~ Holder or Participant, as the ~~Warrant Certificates evidencing such Warrants~~ case may be, with respect to delivery of the ~~Warrant Securities to which such holder is entitled~~ Shares issuable upon such exercise, ~~(iii)~~ and the delivery of definitive Warrant Certificates or one or more Book-Entry Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants ~~for the~~ remaining ~~Warrant Securities~~ after such exercise, and ~~(iv)~~ such other information as the Company or such transfer agent and registrar shall reasonably require. (c) ~~As soon as practicable after~~ The Company shall, by 5:00 P.M., New York time, on the ~~exercise~~ third Business Day next succeeding the Exercise Date of any Warrant, ~~the Company shall~~ execute, issue and deliver to ~~or upon the order of the holder of~~ the Warrant ~~Certificate evidencing such Warrant~~ Agent, the ~~Warrant Securities~~ Shares to which such ~~holder~~ Holder is entitled, in fully registered ~~form~~in the stock ledger and transfer books of the Company, registered in such name or names as may be directed by such ~~holder~~Holder or the Participant, as the case may be. ~~If fewer than all~~ Upon receipt of ~~the Warrants evidenced by~~ such ~~Warrant Certificate are exercised~~Shares, ~~the Company shall execute, and an authorized officer of~~ the Warrant Agent ~~shall manually countersign and deliver~~shall, ~~a new~~ by 5:00 P.M., New York time, on the fifth Business Day next succeeding such Exercise Date, transmit such Shares, to or upon the order of the Holder or Participant, as the case may be, together with, or preceded by the Prospectus (as defined in Section 6.07) or notice referred to in Section 6.07 hereof. The Company agrees that it will provide the Prospectus or notice to the Warrant ~~Certificate evidencing Warrants~~ Agent as may be necessary for the ~~number of~~ Warrant ~~Securities remaining unexercised. (d) The Company shall not be required~~ Agent to ~~pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in~~ fulfill its obligations hereunder. Notwithstanding the ~~issue of the Warrant Securities, and in the event that any such transfer is involved~~foregoing, the Company shall not be ~~required~~ obligated to ~~issue or~~ deliver any ~~Warrant Security until such tax or other charge shall have been paid or it has been established~~ Shares pursuant to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of an IPO Warrant and shall have no obligation to settle the ~~Warrants.~~IPO Warrant exercise unless a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Shares underlying the IPO Warrants is effective and a Prospectus is available for delivery by the Warrant Agent, subject to the Company satisfying its obligations under Section 3.04 to use its best efforts. In the event that a registration statement with respect to the Shares underlying an IPO Warrant is not effective under the Securities Act or a Prospectus is not available for delivery by the Warrant Agent, the holder of such IPO Warrant shall not be entitled to exercise such IPO Warrant. Notwithstanding anything to the contrary in this Warrant Agreement, under no circumstances will the Company be required to net cash settle any Warrant exercise. Warrants may not be exercised by, or Shares issued to, any registered holder in any state in which such exercise would be unlawful. As a result of this subsection 2.03

Appears in 2 contracts

Samples: Warrant Agreement (Global Ship Lease, Inc.), Warrant Agreement (Marathon Acquisition Corp.)

Exercise of Warrants. ~~(a)~~ During the period specified in Section ~~2.2~~2.02, ~~the~~ any whole number of Warrants may be exercised ~~to purchase a whole number of Warrant Securities in registered form~~ by providing certain information as set forth on the reverse side of the Warrant ~~Certificate~~ Certificates evidencing such Warrants and by paying in ~~full,~~ full [in lawful money of the United States of America, ] [in ~~cash or~~ applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in ~~New York Clearing House funds~~each case,] [by bank wire ~~transfer~~ transfer] [in immediately available funds,] the Warrant Price for each Warrant ~~Security with~~ exercised [(plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which a event no such accrued interest shall be payable in respect of Warrant ~~is being exercised~~ Securities to be issued in registered form))] to the Warrant Agent at its corporate trust ~~office~~office at [address] [or at ], provided that such exercise is subject to receipt within five business days of such ~~payment~~ [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [Cashless Exercise Option] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of ~~the Warrant Price~~ Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the ~~Company~~ Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such ~~telephone~~ advice to the Company in writing~~. (b)~~ . If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee in writing of (i) the number of ~~Warrant Securities with respect to which~~ Warrants ~~were~~ exercised, (ii) the instructions of each ~~holder~~ Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to ~~which such holder is entitled~~ be issued upon such exercise, (iii) delivery of any Warrant Certificates evidencing the balance, if any, of the Warrants ~~for the~~ remaining ~~Warrant Securities~~ after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require~~. (c)~~ . As soon as practicable after the exercise of any Warrant, but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall ~~issue~~ issue[, pursuant to the Indenture, in authorized denominations to or upon the order of the ~~holder~~ Holder of the Warrant Certificate evidencing ~~such Warrant~~ each Warrant,] the Warrant Securities to which such ~~holder~~ Holder is entitled, in fully registered form, registered in such name or names as may be directed by such ~~holder~~Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing ~~Warrants for~~ the number of ~~Warrant Securities~~ such Warrants remaining unexercised~~. (d)~~ . The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the ~~issue~~ issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Comcast Corp), Warrant Agreement (El Paso Capital Trust Ii)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt ~~within five business days of such payment~~ by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the [Senior] [Subordinated] Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate ~~are~~ were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Koppers Holdings Inc.), Warrant Agreement (Koppers Shipping Pty LTD)

Exercise of Warrants. A Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (athe “Exercise Date”) ~~During~~ to the ~~period specified~~ Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in ~~Section 2.2~~the case of a Book-Entry Warrant Certificate, the Warrants ~~may~~ to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase ~~a whole number of Warrant Securities in registered form~~ the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by ~~providing certain information as set forth~~ the Registered Holder on the reverse ~~side~~ of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and ~~by paying in full,~~ (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of ~~America, [in cash or~~ America by certified ~~check~~ or official bank check ~~in New York Clearing House funds] [~~or by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days . If any of ~~such payment by the Warrant Agent of~~ (A) the Warrant Certificate ~~with~~ or the ~~form of election~~ Book-Entry Warrants, (B) the Election to ~~purchase Warrant Securities set forth on~~ Purchase, or (C) the ~~reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant~~ Exercise Price therefor, is received by the Warrant Agent ~~shall~~after 5:00 P.M., ~~subject to receipt of~~ New York time, on the ~~Warrant Certificate as aforesaid~~specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date ~~on which~~ specified as the ~~Warrant~~ Exercise Date is ~~exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price~~not a Business Day, the ~~transfer books for the Warrant Securities purchasable upon the exercise of such~~ Warrants ~~shall~~ will be ~~closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated~~ deemed to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business received and exercised on the next succeeding day ~~on which~~ that is a Business Day. If the ~~transfer books for~~ Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant ~~Securities purchasable upon~~ Agent will be returned to the ~~exercise of such Warrants shall be opened~~Holder or Participant, ~~and~~ as the ~~certificates for~~ case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant ~~Securities~~ Agent in respect of ~~which~~ an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such ~~Warrants are then exercised~~ determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall ~~be issuable as~~ have any obligation to inform a Holder of the ~~date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver~~ invalidity of any ~~certificate for such Warrant Securities~~exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the ~~Warrant~~ Exercise Price in an the account of the Company maintained with it the Warrant Agent for such purpose and shall advise the Company ~~by telephone~~ at the end of each day on which ~~a payment~~ funds for the exercise of the Warrants is are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such ~~telephone~~ telephonic advice to the Company in writing. (bi) The Warrant Agent shall, ~~from time to time, as promptly as practicable~~by 11:00 A.M on the Business Day following the Exercise Date of any Warrant, advise the Company and the transfer agent and registrar in respect of (ia) the shares of Common Stock (the “Shares”) issuable upon such exercise as to the number of ~~Warrant Securities~~ Warrants exercised in accordance with ~~respect to which Warrants were exercised~~the terms and conditions of this Agreement, (iib) the instructions of each ~~holder of~~ Registered Holder or Participant, as the ~~Warrant Certificates evidencing such Warrants~~ case may be, with respect to delivery of the ~~Warrant Securities to which such holder is entitled~~ Shares issuable upon such exercise, ~~(iii)~~ and the delivery of definitive Warrant ~~Certificates~~ Certificates, as appropriate, evidencing the balance, if any, of the Warrants ~~for the~~ remaining ~~Warrant Securities~~ after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (ivd) such other information as the Company or such transfer agent and registrar shall reasonably require. (cii) ~~As soon as practicable after~~ The Company shall, by 5:00 P.M., New York time, on the ~~exercise~~ third Business Day next succeeding the Exercise Date of any ~~Warrant,~~ Warrant and the ~~Company shall issue to or upon the order~~ clearance of the ~~holder~~ funds in payment of the Warrant ~~Certificate evidencing such Warrant~~ Price, execute, issue and deliver to the Warrant ~~Securities~~ Agent, the Shares to which such ~~holder~~ Holder is entitled, in fully registered form, registered in such name or names as may be directed by such ~~holder~~Holder or the Participant, as the case may be. Upon receipt of such Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding such Exercise Date, transmit such Shares, to or upon the order of the Holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares issuable upon exercise to the Registered Holder or participant by crediting the account of Registered Holder’s prime broker with Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant unless a registration statement under the Act with respect to the Common Stock is effective. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. (iii) The accrual of dividends, if any, on the Shares issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the Shares. From and after the issuance of such Shares, the former Holder of the Warrants exercised will be entitled to the benefits generally available to other holders of Shares and such former Holder’s right to receive payments of dividends and any other amounts payable in respect of the Shares shall be governed by, and shall be subject to, the terms and provisions generally applicable to such Shares. (iv) Warrants may be exercised only in whole numbers of Warrants. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. If fewer than all of the Warrants evidenced by ~~such~~ a Warrant Certificate are exercised, a new Warrant Certificate for the number of Warrants remaining unexercised shall be executed by the Company ~~shall execute~~and countersigned by the Warrant Agent as provided in Section 2 hereof, and ~~an authorized officer~~ delivered to the holder of this Warrant Certificate at the address specified on the books of the Warrant Agent ~~shall manually countersign and deliver~~or as otherwise specified by such Registered Holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a ~~new~~ notation shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant ~~Certificate~~ Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants ~~for the number of Warrant Securities~~ remaining ~~unexercised~~after such exercise. (dv) The Company shall not be required to pay any stamp or other tax or ~~other~~ governmental charge required to be paid in connection with any transfer involved in the issue of the ~~Warrant Securities,~~ Shares upon the exercise of Warrants; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any ~~Warrant Security~~ Shares until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Ad.Venture Partners, Inc.), Warrant Agreement (Ad.Venture Partners, Inc.)

Exercise of Warrants. ~~(a) During~~ All or any part of the ~~period specified in Section 2.2, the Warrants~~ Warrant may be exercised ~~to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth~~ commencing on the ~~reverse side~~ first anniversary of the Effective Date and ending at 5:00 p.m. Pacific Time on the fifth anniversary of the Effective Date by surrendering this Warrant Certificate, together with appropriate instructions, duly executed by the Warrantholder or by its duly authorized attorney, at the office of the Company, 434 Olds Station Road, Wenatchee, Washington 98801, attention: Presidxxx, xx xx xxxx xxxxx xxxxxx xx xxxxxx xx xxx Xxxxany may designate. Upon receipt of notice of exercise, the Company shall immediately instruct its transfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the Warrant ~~Certificate~~ exercise. When such certificates are prepared, the Company shall notify the Warrantholder and deliver such certificates to the Warrantholder or as per the Warrantholder's instructions immediately upon payment in full by ~~paying in full~~the Warrantholder, in lawful money of the United ~~States~~ States, of ~~America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds]~~ the ~~Warrant~~ Exercise Price ~~for each Warrant Security~~ payable with respect to ~~which a Warrant is~~ the Securities being ~~exercised to~~ purchased. If the ~~Warrant Agent at its corporate trust office, provided~~ Warrantholder shall represent and warrant that ~~such exercise is subject to receipt within five business days of such payment by the Warrant Agent~~ all applicable registration and prospectus delivery requirements for their sale have been complied with upon sale of the ~~Warrant Certificate with the form of election to purchase Warrant~~ Securities ~~set forth on the reverse side~~ received upon exercise of the ~~Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall~~Warrant, ~~subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of~~ such ~~Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants~~ certificates shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which not bear a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities legend with respect to ~~which Warrants were exercised, (ii)~~ the ~~instructions~~ Securities Act of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder1933. If fewer than all of the ~~Warrants evidenced by such~~ Securities purchasable under the Warrant ~~Certificate~~ are ~~exercised~~purchased, the Company ~~shall execute~~will, upon such partial exercise, execute and ~~an authorized officer of~~ deliver to the ~~Warrant Agent shall manually countersign and deliver,~~ Warrantholder a new Warrant Certificate (dated the date hereof), in form and tenor similar to this Warrant Certificate, evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue that portion of the Warrant ~~Securities, and in the event that any such transfer is involved, the Company shall~~ not exercised. The Securities to be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the obtained on exercise of the ~~Warrants~~Warrant will be deemed to have been issued, and any person exercising the Warrants will be deemed to have become a holder of record of those Securities, as of the date of the payment of the Exercise Price.

Appears in 2 contracts

Samples: Purchase Warrant (Pacific Aerospace & Electronics Inc), Purchase Warrant (Pacific Aerospace & Electronics Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall ~~next~~ be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the ~~issue~~ issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Definitive Healthcare Corp.), Warrant Agreement (Rani Therapeutics Holdings, Inc.)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the [Senior][Subordinated] Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Sequenom Inc), Warrant Agreement (Sequenom Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate ~~are~~ were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 2 contracts

Samples: Common Stock Warrant Agreement (Avigen Inc \De), Preferred Stock Warrant Agreement (Avigen Inc \De)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five (5) business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company ~~by telephone~~ at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. ~~The~~ If such advice is given other than in a writing, the Warrant Agent shall promptly confirm such ~~telephone~~ advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 1 contract

Samples: Warrant Agreement (MGT Capital Investments Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, 2 the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 1 contract

Samples: Preferred Stock Warrant Agreement (SI-BONE, Inc.)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt 126534481 v2 Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Debt Securities, a number of shares sufficient to provide for the exercise of the Warrants.. 126534481 v2

Appears in 1 contract

Samples: Warrant Agreement (Flex Pharma, Inc.)

Exercise of Warrants. ~~(a) During~~ [With respect to Warrants -------------------- evidenced by Warrant Certificates in registered form, during] [During] the period specified in Section ~~2.2~~2.02, ~~the~~ any whole number of Warrants may be exercised ~~to purchase a whole number of Warrant Securities in registered form~~ by providing certain information as set forth on the reverse side of the Warrant ~~Certificate~~ Certificates evidencing such Warrants and by paying in ~~full,~~ full [in lawful money of the United States of America, ] [in ~~cash or~~ applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in ~~New York Clearing House funds~~each case,] [by bank wire ~~transfer~~ transfer] [in immediately available funds,] the Warrant Price for each Warrant ~~Security with~~ exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which ~~a Warrant is being exercised~~ event no such accrued interest shall be payable)) to the Warrant Agent at its corporate trust ~~office~~office at [address] [or at _____________], provided that such exercise is subject to receipt within five business days of such ~~payment~~ [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [With respect to Warrants evidenced by the Global Warrant Certificate, during the period specified in Section 2.02, any whole number of Warrants may be exercised by the Holder by presentation to the Warrant Agent at its office at [address located outside the United States [and the United Kingdom]], at or prior to [time], on any day on which the Warrants are exercisable, of (i) the Global Warrant Certificate (or written confirmation reasonably satisfactory to the Warrant Agent that the Global Warrant Certificate is held by the Euro-clear Operator and CEDEL and will be duly endorsed to reflect the exercise of Warrants by the Euro-clear Operator and CEDEL), (ii) a duly executed certification from the Euro-clear Operator or CEDEL, as the case may be, substantially in the form set forth in Exhibit C hereto and (iii) payment in full [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds,] of the Warrant Price for each Warrant exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date, if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date, if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)). Notwithstanding the foregoing, the Holder may exercise Warrants as aforesaid on the Expiration Date at any time prior to [time] in [city of Warrant Agent's office]. Any Warrants exercised as set forth in this paragraph shall be deemed exercised at the [country] office of the Warrant Agent.] [The Warrant Agent shall retain each certificate received by it from the Euro-clear Operator or CEDEL through the Expiration Date (or such earlier date by which all of the Warrants may have been exercised or cancelled) and thereafter shall dispose of them or deliver them to the Company pursuant to the instructions of the Company.] [The delivery to the Warrant Agent by the Euro-clear Operator or CEDEL of any certification referred to above may be relied upon by the Company, the Warrant Agent and the Trustee as conclusive evidence that a corresponding certificate or certificates substantially in the form of Exhibit D hereto has or have been delivered to the Euro-clear Operator or CEDEL, as the case may be.] [The Company will maintain in [location] (or in such other city [in western Europe] as the Company may deem advisable), until the right to exercise the Warrants shall expire or be earlier cancelled as hereinafter provided, an agency where the Global Warrant Certificate may be presented for exercise of the Warrants represented thereby and notices and demands to or upon the Company in respect of the Warrants or of this Agreement may be made.] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate [in registered form or, as the case may be, the Global Warrant Certificate and the certification of the Euro-clear Operator or CEDEL] as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of ~~the Warrant Price~~ Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the ~~Company~~ Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such ~~telephone~~ advice to the Company in writing~~. (b)~~ . If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and][,] the Trustee [and the Common Depositary at [both] its London [and location] office[s]] in writing [(which, in the case of exercised Warrants represented by the Global Warrant Certificate, shall be tested telex with appropriate answerback received,)] of (i) the number of ~~Warrant Securities with respect to which~~ Warrants ~~were~~ exercised, (ii) the instructions of each ~~holder~~ Holder of the Warrant Certificates [in registered form] evidencing such Warrants [or of the Euro-clear Operator or CEDEL, as the case may be,] with respect to delivery of the Warrant Securities to ~~which such holder is entitled~~ be issued upon such exercise, (iii) delivery of any Warrant Certificates [in registered form] evidencing the balance, if any, of the Warrants ~~for the~~ remaining ~~Warrant Securities~~ after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. [In addition, in the case of exercised Warrants evidenced by the Global Warrant Certificate, the Warrant Agent shall, as promptly as practicable, endorse, or cause the Common Depositary, [location] office, or one of the Warrant Agent's agents to endorse, Schedule A annexed to the Global Warrant Certificate to reflect the exercise of such Warrants and, if applicable, return the Global Warrant Certificate to the Common Depositary or to its order. ~~(c)~~ ] As soon as practicable after the exercise of any ~~Warrant~~Warrant [evidenced by a Warrant Certificate in registered form], but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations to or upon the order of the ~~holder~~ Holder of the Warrant Certificate evidencing ~~such Warrant~~ each Warrant, the Warrant Securities to which such ~~holder~~ Holder is entitled, in fully registered form, registered in such name or names as may be directed by such ~~holder~~Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate [in registered form] evidencing ~~Warrants for~~ the number of such Warrants remaining unexercised. [As soon as practicable after the exercise of any Warrant evidenced by the Global Warrant Certificate, but, in the case of any Warrant Securities ~~remaining unexercised~~to be issued in bearer form as provided in this sentence, on the date of the applicable certification of the Euro-clear Operator or CEDEL referred to in the second paragraph of this Section 2.03, the Company shall issue, pursuant to the Indenture, the Warrant Securities issuable upon such exercise, in authorized denominations (i) in fully registered form, registered in such name or names as may be directed by the Euro-clear Operator or CEDEL, as the case may be, to or upon order of the Euro-clear Operator or CEDEL, as the case may be, or (ii) in bearer form to the Common Depositary to be held for the account of the Euro-clear Operator or CEDEL, as the case may be; provided, however, that no -------- ------- Warrant Security in bearer form shall be mailed or otherwise delivered to any location in the United States of America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico. ~~(d)~~ ] The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the ~~issue~~ issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 1 contract

Samples: Debt Warrant Agreement (Fortune Brands Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.; (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the [Senior] [Subordinated] Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Debt Securities, a number of shares sufficient to provide for the exercise of the Warrants. article 3 OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES 3.1 No Rights As Holders of Warrant Debt Securities Conferred By Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby shall entitle the holder thereof to any of the rights of a holder of Warrant Debt Securities, including, without limitation, the right to receive the payment of principal of (or premium, if any) or interest, if any, on the Warrant Debt Securities or to enforce any of the covenants in the Indenture.

Appears in 1 contract

Samples: Warrant Agreement (Biocept Inc)

Appears in 1 contract

Samples: Warrant Agreement (Idm Pharma, Inc.)

Exercise of Warrants. ~~(a) During the period specified in Section 2.2, the Warrants~~ A Warrant may be exercised upon surrender to ~~purchase a whole number~~ the Company in care of ~~Warrant Securities in registered form by providing certain information as set forth on~~ the ~~reverse side~~ Secretary of the Company, of the Warrant ~~Certificate~~ to be exercised, together with the duly completed and ~~by paying in full~~signed form of Election to Purchase attached hereto, ~~in lawful money~~ and upon payment to the Company of ~~the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds]~~ the Warrant Price for ~~each~~ the number of Warrant ~~Security with~~ Shares in respect to of which a such Warrant is ~~being exercised~~ then exercised. Payment of the aggregate Warrant Price shall be made by wire transfer of immediately available funds in accordance with written wire transfer instructions to ~~the Warrant Agent at its corporate trust office,~~ be provided ~~that such exercise is subject to receipt within five business days of such payment~~ by the ~~Warrant Agent~~ Company. Subject to Section 8, upon such surrender of the Warrant ~~Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed~~ and ~~duly executed. The date on which~~ payment ~~in full~~ of the Warrant Price ~~is received by~~ as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant ~~Agent shall~~Shares so purchased upon the exercise of such Warrants, ~~subject~~ together with cash, as provided in Section 8, in respect of any fractional Warrant Share otherwise issuable upon such surrender. Such certificates or certificates shall be deemed to ~~receipt~~ have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Warrant ~~Certificate as aforesaid~~Price; PROVIDED, ~~be deemed to be the date on which the Warrant is exercised; provided, however~~HOWEVER, that if, at the date of ~~receipt~~ surrender of such Warrant ~~Certificates~~ and payment ~~in full~~ of ~~the~~ such Warrant Price, the transfer books for the Warrant ~~Securities~~ Shares or other class of stock purchasable upon the exercise of such ~~Warrants~~ Warrant shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant ~~Securities~~ Shares in respect of which such ~~Warrants are~~ Warrant is then exercised shall be issuable as of the date on which such ~~next succeeding day on which the transfer~~ books shall next be ~~opened,~~ opened (whether before or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant ~~Securities~~Shares; PROVIDED, FURTHER that the transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrant ~~Agent~~ shall ~~deposit all funds received by it in payment~~ be exercisable, at the election of the ~~Warrant Price~~ Holders thereof, either in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, full or from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, time in ~~fully registered form, registered in such name or names as may be directed by such holder~~part. If ~~fewer~~ a Warrant is exercised in respect of less than all of the ~~Warrants evidenced by~~ Warrant Shares purchasable on such ~~Warrant Certificate are exercised,~~ exercise at any time prior to the ~~Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver~~Expiration Date, a new Warrant ~~Certificate~~ evidencing ~~Warrants for~~ the ~~number of~~ remaining Warrant ~~Securities remaining unexercised. (d) The Company shall not~~ Shares will be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reservedissued, and the Company shall ~~at all times through~~ deliver the ~~Expiration Date keep reserved, out~~ new Warrant pursuant to the provisions of ~~its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants~~this Section.

Appears in 1 contract

Samples: Purchase Agreement (Forest Oil Corp)

Exercise of Warrants. ~~(a) During the period specified in Section 2.2, the Warrants may be exercised~~ ISSUANCE OF ADDITIONAL SHARES 3.1 Xerox hereby exercises its right to purchase ~~a whole number~~ shares of ~~Warrant Securities in registered form by providing certain information~~ ACS common stock as set forth ~~on the reverse side~~ in each of the Warrant ~~Certificate~~ Agreements and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to ~~which a~~ all 375,000 shares of ACS common stock subject thereto (the "Warrant ~~is being exercised~~ Shares"). Xerox and ACS hereby acknowledge and agree that the exercise price for the purchase of the Warrant Shares, in the aggregate amount of $1,375,000 (the "Warrant Shares Purchase Price"), under the Warrant Agreements shall be paid by reducing ACS indebtedness to Xerox under the Loan Agreement as of the Effective Date. The Warrant Shares Purchase Price shall be applied to reduce the indebtedness under the Loan Agreement in the manner set forth in Section 5 of the Loan Agreement. ACS hereby acknowledges the application of such purchase price in reduction of its indebtedness under the Loan Agreement as full payment for the Warrant Shares pursuant to the Warrant ~~Agent at~~ Agreements and agrees to promptly cause a certificate evidencing such 375,000 shares of its ~~corporate trust office~~common stock to be issued and delivered to Xerox. 3.2 Upon the Effective Date and in partial consideration of the agreements of Xerox set forth herein, ~~provided~~ ACS will issue to Xerox 50,000 shares of its common stock, no par value (the "New Common Shares". Xerox represents that it is acquiring these shares for investment and without a view to the distribution thereof (other than in connection with a registration thereof under the Registration Rights Agreement) and acknowledges that the certificate representing such ~~exercise is subject to receipt within five business days~~ shares will bear a legend restricting the transfer of such ~~payment by the Warrant Agent of the Warrant Certificate~~ shares in accordance with ~~the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed~~applicable securities laws. The ~~date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid,~~ New Common Shares shall be deemed to be "Registrable Securities" as defined in the ~~date on which~~ Registration Rights Agreement and entitled to all the ~~Warrant is exercised; provided, however,~~ benefits applicable to "Shares" under and as defined in the Registration Rights Agreement. 3.3 ACS hereby represents and warrants that ~~if, at the date of receipt of such Warrant Certificates and payment in full~~ when issued each of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, Shares and the ~~certificates for the Warrant Securities in respect of which such Warrants are then exercised shall~~ New Common Shares will be ~~issuable as~~ duly authorized, validly issued, fully paid and nonassessable. 3.4 Xerox hereby exercises its right under Section 2.2 of the ~~date on such next succeeding day on which~~ Registration Rights Agreement to require ACS to effect the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment registration of the Warrant ~~Price~~ Shares and the New Common Shares (collectively the 425,000 shares making up the Warrant Shares and the New Common Shares may be hereinafter referred to as the "Registrable Shares") for public sale pursuant to a registration statement to be filed with the Securities and Exchange Commission in ~~an account~~ accordance with the Registration Rights Agreement. Xerox agrees that, without intending to modify any other rights or obligations under the Registration Rights Agreement, ACS shall be deemed in compliance with the Registration Rights Agreement if it shall file a registration statement within 90 days following the Effective Date or December 31, 1997, whichever is later. ACS hereby acknowledges Xerox's right to demand registration of the ~~Company maintained with it~~ Registrable Shares and ~~shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received~~ receipt of the ~~amount so deposited~~ demand for such registration. ACS agrees to use its ~~account~~best efforts to file the registration statement within the time frame set forth above and will provide to Xerox a draft of such registration statement on or before December 1, 1997. ~~The Warrant Agent shall promptly confirm such telephone advice~~ ACS hereby waives any rights it may have to delay the ~~Company~~ filing of a registration statement as set forth in ~~writing. (b~~Section 2.2(c) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably requireRegistration Rights Agreement. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 1 contract

Samples: Amendment Agreement (Accent Color Sciences Inc)

Exercise of Warrants. ~~(a) During~~ [With respect to Warrants evidenced by Warrant Certificates in registered form, during] [During] the period specified in Section ~~2.2~~2.02, ~~the~~ any whole number of Warrants may be exercised ~~to purchase a whole number of Warrant Securities in registered form~~ by providing certain information as set forth on the reverse side of the Warrant ~~Certificate~~ Certificates evidencing such Warrants and by paying in ~~full,~~ full [in lawful money of the United States of America, ] [in ~~cash or~~ applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in ~~New York Clearing House funds~~each case,] [by bank wire ~~transfer~~ transfer] [in immediately available funds,] the Warrant Price for each Warrant ~~Security with~~ exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which ~~a Warrant is being exercised~~ event no such accrued interest shall be payable)) to the Warrant Agent at its corporate trust ~~office~~office at [address] [or at ], provided that such exercise is subject to receipt within five business days of such ~~payment~~ [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [With respect to Warrants evidenced by the Global Warrant Certificate, during the period specified in Section 2.02, any whole number of Warrants may be exercised by the Holder by presentation to the Warrant Agent at its office at [address located outside the United States [and the United Kingdom]], at or prior to [time], on any day on which the Warrants are exercisable, of (i) the Global Warrant Certificate (or written confirmation reasonably satisfactory to the Warrant Agent that the Global Warrant Certificate is held by the Euro-clear Operator and CEDEL and will be duly endorsed to reflect the exercise of Warrants by the Euro-clear Operator and CEDEL), (ii) a duly executed certification from the Euro-clear Operator or CEDEL, as the case may be, substantially in the form set forth in Exhibit C hereto and (iii) payment in full [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds,] of the Warrant Price for each Warrant exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date, if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date, if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)). Notwithstanding the foregoing, the Holder may exercise Warrants as aforesaid on the Expiration Date at any time prior to [time] in [city of Warrant Agent's office]. Any Warrants exercised as set forth in this paragraph shall be deemed exercised at the [country] office of the Warrant Agent.] [The Warrant Agent shall retain each certificate received by it from the Euro-clear Operator of CEDEL through the Expiration Date (or such earlier date by which all of the Warrants may have been exercised or cancelled) and thereafter shall dispose of them or deliver them to the Company pursuant to the instructions of the Company.] [The delivery to the Warrant Agent by the Euro-clear Operator or CEDEL of any certification referred to above may be relied upon by the Company, the Warrant Agent and the Trustee as conclusive evidence that a corresponding certificate or certificates substantially in the form of Exhibit D hereto has or have been delivered to the Euro-clear Operator or CEDEL, as the case may be.] [The Company will maintain in [location] (or in such other city [in western Europe] as the Company may deem advisable), until the right to exercise the Warrants shall expire or be earlier cancelled as hereinafter provided, an agency where the Global Warrant Certificate may be presented for exercise of the Warrants represented thereby and notices and demands to or upon the Company in respect of the Warrants or of this Agreement may be made.] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate [in registered form or, as the case may be, the Global Warrant Certificate and the certification of Euro-clear Operator or CEDEL] as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of ~~the Warrant Price~~ Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the ~~Company~~ Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such ~~telephone~~ advice to the Company in writing~~. (b)~~ . If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and][,] the Trustee [and the Common Depositary at [both] its London and [location] office[s]] in writing [(which, in the case of exercised Warrants represented by the Global Warrant Certificate, shall be tested telex with appropriate answerback received,)] of (i) the number of ~~Warrant Securities with respect to which~~ Warrants ~~were~~ exercised, (ii) the instructions of each ~~holder~~ Holder of the Warrant Certificates [in registered form] evidencing such Warrants [or of the Euro-clear Operator or CEDEL, as the case may be,] with respect to delivery of the Warrant Securities to ~~which such holder is entitled~~ be issued upon such exercise, (iii) delivery of any Warrant Certificates [in registered form] evidencing the balance, if any, of the Warrants ~~for the~~ remaining ~~Warrant Securities~~ after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. [In addition, in the case of exercised Warrants evidenced by the Global Warrant Certificate, the Warrant Agent shall, as promptly as practicable, endorse, or cause the Common Depositary, [location] office, or one of the Warrant Agent's agents to endorse, Schedule A annexed to the Global Warrant Certificate to reflect the exercise of such Warrants and, if applicable, return the Global Warrant Certificate to the Common Depositary or to its order. ~~(c)~~ ] As soon as practicable after the exercise of any ~~Warrant~~Warrant [evidenced by a Warrant Certificate in registered form], but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall ~~issue~~ issue, pursuant to the Indentures, in authorized denominations to or upon the order of the ~~holder~~ Holder of the Warrant Certificate evidencing ~~such Warrant~~ each Warrant, the Warrant Securities to which such ~~holder~~ Holder is entitled, in fully registered form, registered in such name or names as may be directed by such ~~holder~~Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate [in registered form] evidencing ~~Warrants for~~ the number of such Warrants remaining unexercised. [As soon as practicable after the exercise of any Warrant evidenced by the Global Warrant Certificate, the Company shall issue, pursuant to the Indenture, the Warrant Securities ~~remaining unexercised~~issuable upon such exercise, in authorized denominations (i) in fully registered form, registered in such name or names as may be directed by the Euro-clear Operator or CEDEL, as the case may be, to or upon order of the Euro-clear Operator or CEDEL, as the case may be, or (ii) in bearer form to the Common Depositary to be held for the account of the Euro-clear Operator or CEDEL, as the case may be, together with a written confirmation substantially in form of Exhibit E hereto; provided, however, that no Warrant Security in bearer form shall be mailed or otherwise delivered to any location in the United States of America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico. ~~(d)~~ ] The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the ~~issue~~ issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 1 contract

Samples: Debt Warrant Agreement (Dean Witter Discover & Co)

Exercise of Warrants. (a) ~~During~~ A Warrant, when countersigned by the ~~period specified in Section 2.2~~Warrant Agent, ~~the Warrants~~ may be exercised ~~to purchase a whole number of Warrant Securities in registered form~~ by ~~providing certain information as set forth on~~ surrendering it at the ~~reverse side~~ office of the Warrant ~~Certificate~~ Agent located at 00 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or at the office of its successor as warrant agent, on or before the Expiration Date, with the Exercise Form set forth in the Warrant duly completed and executed, and by paying in full, in lawful money of the United ~~States of America~~States, ~~[in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds]~~ the ~~Warrant~~ Exercise Price for each full Warrant ~~Security with respect~~ Share as to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and ~~the certificates~~ any applicable taxes as provided for ~~the Warrant Securities~~ in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingSection 2.03(d). (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any ~~Warrant~~Warrant and the clearance of the funds in payment of the Exercise Price, the Company shall issue to to, or upon the order of, the Registered Holder(s) of the ~~holder~~ Warrant, in whatever name or names the Registered Holder may direct, a certificate or certificates for the number of ~~the~~ full Warrant ~~Certificate evidencing such Warrant the Warrant Securities~~ Shares to which ~~such holder is~~ the Registered Holder(s) are entitled~~, in fully registered form~~, registered in ~~such~~ the name or names ~~as may be directed~~ specified by ~~such holder. If fewer than all of~~ the ~~Warrants evidenced by such Warrant Certificate are exercised~~Registered Holder(s), ~~the Company shall execute~~and, ~~and an authorized officer of~~ if the Warrant ~~Agent shall manually countersign and deliver~~is not exercised in full, a new countersigned Warrant ~~Certificate evidencing Warrants~~ for the number of Warrant Shares as to which the Warrant has not been exercised. All Warrants surrendered shall be canceled by the Company. (c) Subject to Section 4.04 and notwithstanding the foregoing, the Company shall not be obligated to deliver any Warrant Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities ~~remaining unexercised~~Act of 1933, as amended (the “Securities Act”) with respect to the Warrants and the Warrant Shares is effective, and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holders reside. In the event that a registration statement with respect to the Warrants and the Warrant is not effective under the Securities Act, the Registered Holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, and in the event the Registered Holder is a purchaser of a unit containing such Warrant, will be deemed to have paid the full purchase price for the unit solely for the Common Shares included in such unit. In no event will the Company be required to net cash settle the warrant exercise. Warrants may not be exercised by, or Warrant Shares issued to, any Registered Holder in any state in which such exercise would be unlawful. (d) All Warrant Shares issued upon the exercise of a Warrant shall be duly and validly issued, fully paid and non-assessable, and the Company shall pay all taxes in connection with the issuance of such Warrant Shares. The Company shall not be required to pay any ~~stamp or other~~ tax ~~or other governmental charge required to be paid~~ imposed in connection with any transfer involved in the ~~issue~~ issuance of a certificate for Warrant Shares in any name other than that of the Registered Holder(s) of the Warrant ~~Securities, and~~ surrendered in connection with the ~~event that any such transfer is involved~~purchase of the Warrant Shares. In this case, the Company shall not be required to issue or deliver any ~~Warrant Security~~ Common Share certificate until ~~such~~ the tax ~~or other charge shall have been paid or it~~ has been ~~established to the Company’s satisfaction that no such tax or other charge is due~~paid. (e) ~~Prior~~ Each person in whose name any certificate for Warrant Shares is issued shall be deemed to have become the ~~issuance~~ Registered Holder of record of the Warrant Shares on the date on which the Warrant was surrendered and payment of the Exercise Price and any ~~Warrants there shall have been reserved~~applicable taxes was made, irrespective of the date of delivery of the certificate, except that, if the date of surrender and payment is a date when the stock transfer books of the Company ~~shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities~~are closed, a ~~number~~ person shall be deemed to have become the Registered Holder of ~~shares sufficient to provide for~~ the Warrant Shares at the close of business on the next succeeding date on which the stock transfer books are open. Except as otherwise provided in Article IV, each person holding any Warrant Shares received upon exercise of Warrants shall be entitled to receive only dividends or distributions which are payable to holders of record on or after the ~~Warrants~~date on which the person is deemed to become the holder of record of such Warrant Shares.

Appears in 1 contract

Samples: Warrant Agreement (North American Minerals Group Inc)

Exercise of Warrants. (a) ~~During the period specified in Section 2.2, the Warrants~~ Any one Warrant or any multiple of one Warrant evidenced by any Warrant Certificate may be exercised ~~to purchase a whole number of~~ upon any single occasion on or after the Separation Date and on or before the Expiration Date. A Warrant ~~Securities in registered form~~ shall be exercised by ~~providing certain information as set forth on the reverse side of~~ the Warrant ~~Certificate and~~ Holder by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised surrendering to the Warrant Agent ~~at its corporate trust office, provided that~~ the Warrant Certificate evidencing such Warrant with the exercise ~~is subject to receipt within five business days~~ form on the reverse of such ~~payment by~~ Warrant Certificate duly completed and executed and delivering to the Warrant Agent the Exercise Price for each Share to be purchased, payable as follows: for the Public Warrants $4.80, by good check or bank draft payable to the order of the Company, or for the RAF Warrants, $7.68 by good check or bank draft payable to the order of the Company. (b) Upon receipt of a Warrant Certificate with the exercise form ~~of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and~~ thereon duly ~~executed. The date on which~~ executed together with payment in full of the ~~Warrant~~ Exercise Price ~~is received by~~ for the Shares for which Warrants are to be exercised, the Warrant Agent ~~shall~~shall requisition from any transfer agent for the Shares, ~~subject~~ and upon receipt shall make delivery of, Shares representing the total number of whole Shares for which Warrants have been so surrendered and for which the Exercise Price has been so paid. Any person to ~~receipt~~ whom such Shares are issued of ~~the Warrant Certificate as aforesaid,~~ record shall be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the have become a holder of record of such ~~Warrant Securities on such date, but shall be effective to constitute such person~~ Shares as of the ~~holder~~ date of ~~record~~ the surrender of such Warrant ~~Securities~~ Certificate and payment of the Exercise Price, whichever shall last occur, provided that if the books of the Company with respect to the Shares shall be closed for ~~all purposes at~~ issuance of Shares, the ~~opening~~ person to whom such Shares are issued of ~~business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise~~ record shall be deemed to have become a record holder of such ~~Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable~~ Shares as of the date on which such ~~next succeeding day on which the transfer~~ books shall next be ~~opened~~so open (whether before, ~~and until such date~~ on or after the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone Expiration Date) but at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably requireExercise Price. (c) ~~As soon as practicable after~~ If less than all the Warrants evidenced by a Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with, transfer instructions properly given by the Warrant Holder until the Expiration Date. (d) All Warrant Certificates surrendered upon exercise of the Warrants shall be cancelled. (e) Upon the exercise of any Warrant, the ~~Company~~ Warrant Agent shall ~~issue to or upon~~ promptly deposit the ~~order~~ payment into an escrow account established by mutual agreement of the ~~holder of~~ Company and the Warrant ~~Certificate evidencing such Warrant~~ Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant ~~Securities~~ Agent to ~~which such holder is entitled~~be collected funds. Once the funds are determined to be collected, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall ~~manually countersign and deliver, a new Warrant Certificate evidencing Warrants for~~ cause the ~~number of Warrant Securities remaining unexercised~~share certificate(s) representing the exercised warrants to be issued. (df) ~~The Company shall not be required to pay any stamp or other tax or other governmental charge required to~~ Reasonable expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to by the Company~~’s satisfaction that no such tax or other charge is due. (e) Prior to~~ . These expenses, including delivery of certificates representing the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the Shares issued upon exercise of the Warrants, will be deducted from the Exercise Price received by the Warrant Agent prior to distribution of funds to the Company. A detailed accounting statement relating to the number of Warrants exercised, names of registered Warrant Holders and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. (g) At the time of exercise of the Warrant(s), any transfer fee shall be paid by the Company.

Appears in 1 contract

Samples: Warrant Agent Agreement (Ocurest Laboratories Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp ~~or other~~ duty, stamp duty reserve tax, issuance, transfer, registration tax or other tax, duty, fee or other governmental ~~charge required~~ charge, including any penalty or interest in respect thereof (a “Transfer Tax”) arising in relation to ~~be paid in connection with~~ any ~~transfer involved in the~~ transfer, issue or other delivery of the Warrant Debt Securities, and in the event that any such ~~transfer~~ transfer, issue or delivery is involved, the Company shall not be required to transfer, issue or otherwise deliver any Warrant ~~Security~~ Debt Securities until such ~~tax or other charge~~ Transfer Tax shall have been paid or it has been established to the Company’s satisfaction that no such ~~tax or other charge~~ Transfer Tax is due. (e) Prior to the issuance of any Warrants ~~there shall have been reserved~~exercisable for Debt Securities convertible into Ordinary Shares pursuant to this Agreement, and ~~the Company shall~~ at all times through the Expiration ~~Date~~ Date, the Company shall ensure that the Directors have sufficient authority and power under section 551 and section 570 of the UK Companies Act 2006 to issue such Warrants and/or such Debt Securities (as applicable). (f) keep reserved, out of its authorized but unissued Warrant Debt Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 1 contract

Samples: Warrant Agreement (Renalytix PLC)

Exercise of Warrants. ~~(a) During~~ 3.1 The Warrants shall be exercisable by Warrantholders at any time during the period ~~specified in Section 2.2~~commencing on the date of grant of the Warrants and expiring on the 9th month anniversary of Offering (“Maturity Date”) without any further condition. 3.2 A Warrantholder shall be entitled to exercise all or any part of its holding of Warrants and, if a Warrantholder exercises part only of its holding of Warrants, the Warrantholder shall be entitled to exercise the balance of its holding of Warrants ~~may~~ on any one or more occasions and in any one or more parts as the Warrantholder determines in its discretion PROVIDED THAT any exercise of Warrants shall be ~~exercised~~ a minimum of 10 Warrants or more. 3.3 In order to ~~purchase~~ exercise the whole or any part of its holding of Warrants, the Warrantholder must deliver to the Company a ~~whole~~ Notice of Exercise together with the remittance in cleared funds, within 10 Business Days, of an amount equal to the Subscription Price multiplied by the number of ~~Warrant Securities in registered form by providing certain information~~ Ordinary Shares to be allotted and issued to the Warrantholder as ~~set forth on the reverse side~~ a result of the ~~Warrant Certificate and by paying in full, in lawful money~~ exercise of the ~~United States~~ Warrants which are being exercised. 3.4 Once delivered to the Company in accordance with clause 3.3, a Notice of ~~America~~Exercise shall (save with the consent of the Company) be irrevocable. 3.5 The issue of Ordinary Shares pursuant to the exercise of Warrants shall be made by way of crediting such aggregate number of Ordinary Shares to the Warrantholder’s [electronic stock account] if the Company has completed a Listing (provided that a stock account with the details provided by the Warrantholder has been opened and remains open), [or via paper certificate if the Company has not completed its Offering. 3.6 The Company shall ensure the continuity and validity of the Warrants (or otherwise make available to the Warrantholders a suitable alternative means of subscribing for the Ordinary Shares at no detriment to the terms of their relevant Warrant) until Maturity Date should the Company complete an Offering via IPO or otherwise. 3.7 If only part of a Warrantholder’s holding of Warrants is exercised, a Certificate for the outstanding balance of Warrants that have not been exercised shall be despatched to the Warrantholder referred to in ~~cash~~ the relevant Notice of Exercise by no later than five Business Days after such Notice of Exercise was delivered to the Company in accordance with clause 3.3. 3.8 Ordinary Shares allotted pursuant to the exercise of Warrants shall be entitled to all dividends and distributions paid on any date or by ~~certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect~~ reference to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The any date on ~~which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be~~ or after the date on which the ~~Warrant is exercised; provided, however, that if, at the date~~ Notice of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice Exercise was delivered to the Company in ~~writing~~accordance with clause 3.3 and shall otherwise rank pari passu in all respects from the date of their allotment with the Ordinary Shares of the Company then in issue. ~~(b) The Warrant Agent shall, from time~~ 3.9 Warrants shall be deemed to ~~time, as promptly as practicable, advise~~ be exercised on the day upon which the Warrantholder gives to the Company a Notice of ~~(i) the number of Warrant Securities~~ Exercise in accordance with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably requireclause 11. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 1 contract

Samples: Warrant Instrument (Diginex LTD)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. . (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 1 contract

Samples: Common Stock Warrant Agreement (Sunrun Inc.)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to ~~purchase~~ subscribe for a whole number of Warrant Securities in ~~registered~~ certificated form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to ~~purchase~~ subscribe for Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the ~~transfer books~~ registrar for the Warrant Securities ~~purchasable~~ to be issued upon the exercise of such Warrants shall be ~~closed~~closed and unable to update the register of members, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the registered holder ~~of record~~ of such Warrant Securities on such date, but shall be effective to constitute such person as the registered holder ~~of record~~ of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the ~~transfer books~~ registrar for the Warrant Securities ~~purchasable~~ to be issued upon the exercise of such Warrants shall be ~~opened~~open for business, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the ~~transfer books shall next be opened~~registrar is open for business, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in ~~fully registered~~ certificated form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp duty or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants ~~there shall have been reserved, and~~ the Company shall ~~at all times through~~ ensure that it has full authority and power to issue the ~~Expiration Date keep reserved, out of its authorized but unissued~~ Warrants and allot and issue the Warrant ~~Securities, a number of shares sufficient to provide for the~~ Securities on exercise of the ~~Warrants~~Warrants on a non-pre-emptive basis.

Appears in 1 contract

Samples: Warrant Agreement (Opthea LTD)

Exercise of Warrants. (a) ~~During the period specified in Section 2.2~~A Holder may exercise a Warrant by delivering, ~~the~~ not later than 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: any Business Day during the Exercise Period (the “Exercise Date”)] [If Warrants may be exercised on only one date: the Expiration Date] to ~~purchase~~ the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, [If Warrants are to be issued in Book-Entry form: and, in the case of a ~~whole number~~ Global Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant ~~Securities~~ Agent at the Depository designated for such purpose in ~~registered form~~ writing by ~~providing certain information as set forth~~ the Warrant Agent to the Depository from time to time,] (ii) an election to [purchase] [sell] the Warrant Property (“Election to [Purchase] [Sell]”), properly completed and executed by the Holder on the reverse ~~side~~ of the Warrant Certificate [If Warrants are to be issued in Book-Entry form: or, in the case of a Global Warrant Certificate, properly executed by the Participant and ~~by paying~~ substantially in ~~full,~~ the form included on the reverse of each Warrant Certificate,] and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of ~~America, [in cash or~~ America by certified ~~check~~ or official bank check ~~in New York Clearing House funds] [~~or by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days . If any of ~~such payment by the Warrant Agent of~~ (a) the Warrant Certificate ~~with~~ [If Warrants are to be issued in Book-Entry form: or the ~~form of election~~ Book-Entry Warrants,] (b) the Election to ~~purchase Warrant Securities set forth on~~ Purchase, or (c) the ~~reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant~~ Exercise Price therefor, is received by the Warrant Agent ~~shall~~after 5:00 P.M., ~~subject to receipt of~~ New York time, on [Unless Warrants may be exercised on only one date: the ~~Warrant Certificate as aforesaid~~specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date ~~on which~~ specified as the ~~Warrant~~ Exercise Date is ~~exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price~~not a Business Day, the ~~transfer books for the Warrant Securities purchasable upon the exercise of such~~ Warrants ~~shall~~ will be ~~closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated~~ deemed to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business received and exercised on the next succeeding day on which is a Business Day. If the ~~transfer books for~~ Warrants are received or deemed to be received after] the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant ~~Securities purchasable upon~~ Agent will be returned to the ~~exercise of such~~ Holder [If Warrants ~~shall~~ are to be ~~opened~~issued in Book-Entry form: or Participant, ~~and~~ as the ~~certificates for~~ case may be,] as soon as practicable. In no event will interest accrue on funds deposited with the Warrant ~~Securities~~ Agent in respect of ~~which~~ an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Warrant Agent in its sole discretion and such ~~Warrants are then exercised~~ determination will be final and binding upon the Holder and the Company. Neither the Company nor the Warrant Agent shall ~~be issuable as~~ have any obligation to inform a Holder of the ~~date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver~~ invalidity of any ~~certificate for such Warrant Securities~~exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the ~~Warrant~~ Exercise Price in an the account of the Company maintained with it the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which ~~a payment~~ funds for the exercise of the Warrants is are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such ~~telephone~~ telephonic advice to the Company in writing. (b) The Warrant Agent shall, ~~from time to time, as promptly as practicable~~by 11:00 A.M. on the Business Day following the [Unless Warrants may be exercised on only one date: Exercise Date of any Warrant] [If Warrants may be exercised on only one date: Expiration Date], advise the Company ~~of (i)~~ and the [Trustee under the Indenture applicable to] [the transfer agent and registrar in respect of] the Warrant Property purchasable or salable upon such exercise as to the number of ~~Warrant Securities~~ Warrants exercised in accordance with ~~respect to which Warrants were exercised~~the terms and conditions of this Agreement, ~~(ii)~~ the instructions of each ~~holder~~ Holder [If Warrants are to be issued in Book-entry Form: or Participant, as the case may be,] with respect to purchase or sale of the Warrant ~~Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled~~ Property purchasable or salable upon such exercise, ~~(iii)~~ and the delivery of definitive Warrant Certificates [If Warrants are to be issued in Book-Entry form: or one or more Global Warrant Certificates, as appropriate,] evidencing the balance, if any, of the Warrants ~~for the~~ remaining ~~Warrant Securities~~ after such exercise, and ~~(iv)~~ such other information as the Company or such [Trustee] [transfer agent and registrar] shall reasonably require. (c) ~~As soon as practicable after~~ The Company shall, by 5:00 P.M., New York time, on the ~~exercise~~ third Business Day next succeeding the [Unless Warrants may be exercised on only one date: Exercise Date of any Warrant] [If Warrants may be exercised on only one date: Expiration Date], [execute, issue and] deliver, to the Warrant Agent, [pursuant to the Indenture applicable to the Warrant Property, the ~~Company shall issue to or upon~~ Warrant Property, duly authenticated by the ~~order~~ Trustee of such Indenture and in authorized denominations] [the ~~holder of the Warrant Certificate evidencing such Warrant the Warrant Securities~~ cash amount] to which such ~~holder~~ Holder is entitled[, in fully registered form, registered in such name or names as may be directed by such ~~holder~~Holder] [If Warrants are to be issued in Book-Entry form: or the Participant, as the case may be]. Upon receipt of such [Warrant Property] [cash amount], the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding [Unless Warrants may be exercised on only one date: such Exercise Date] [If Warrants may be exercised on only one date: the Expiration Date], transmit such [Warrant Property] [cash], to or upon the order of the Holder [If Warrants are to be issued in Book-Entry form: or Participant, as the case may be,] [together with, or preceded by the prospectus referred to in Section 5.06 hereof]. The Company agrees that it will provide such information and documents to the Warrant Agent as may be necessary for the Warrant Agent to fulfill its obligations hereunder. (d) The accrual of [interest] [dividends], if any, on the Warrant Property issued, if any, upon the valid exercise of any Warrant will be governed by the terms of the applicable [Indenture] [articles of amendment] and such Warrant Property. From and after the issuance of such Warrant Property, the former Holder of the Warrants exercised will be entitled to the benefits of the [Indenture] [articles of amendment] under which such Warrant Property is issued and such former Holder’s right to receive payments of [principal of (and premium, if any) and interest, if any, on] [dividends and any other amounts payable in respect of] the Warrant Property shall be governed by, and shall be subject to, the terms and provisions of such [Indenture] [articles of amendment] and the Warrant Property. (e) Warrants may be exercised only in whole numbers of Warrants. [Unless Warrants may be exercised on only one date: If fewer than all of the Warrants evidenced by ~~such~~ a Warrant Certificate are exercised, a new Warrant Certificate for the number of Warrants remaining unexercised shall be executed by the Company ~~shall execute~~and countersigned by the Warrant Agent as provided in Section 1.02 hereof, and ~~an authorized officer~~ delivered to the Holder at the address specified on the books of the Warrant Agent ~~shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised~~or as otherwise specified by such Holder.] (df) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in ~~the~~ any issue or delivery of the Warrant ~~Securities,~~ Property; and ~~in the event that~~ if any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Property until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 1 contract

Samples: Warrant Agreement (Wachovia Corp New)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.available (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Debt Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Debt Securities after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue pursuant to the Indenture, in authorized denominations, to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Debt Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Debt Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant ~~Security~~ Debt Securities until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Debt Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 1 contract

Samples: Warrant Agreement (1Life Healthcare Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing2. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants. 3.

Appears in 1 contract

Samples: Preferred Stock Warrant Agreement (aTYR PHARMA INC)

Exercise of Warrants. (a) During the period specified in Section 2.2, ~~the~~ any whole number of Warrants may be exercised ~~to purchase a whole number of Warrant Securities in registered form~~ by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, [in lawful money of the United States of America, ] [in cash or by certified check or official bank check or by bank wire transfer, in ~~New York Clearing House funds~~each case] [by bank wire ~~transfer~~ transfer] in immediately available funds] , the Warrant Price for each Warrant ~~Security with respect to which a Warrant is being exercised~~ exercised, to the Warrant Agent at its corporate trust ~~office~~office [or at ________], provided that such exercise is subject to receipt within five business days of such ~~payment~~ [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a ~~payment~~ [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee under the Indenture of (i) the number of ~~Warrant Securities with respect to which~~ Warrants ~~were~~ exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants ~~for the~~ remaining ~~Warrant Securities~~ after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Securities to which such holder is ~~entitled,~~ entitled in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall ~~execute,~~ execute and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing ~~Warrants for~~ the number of ~~Warrant Securities~~ such Warrants remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, ; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 1 contract

Samples: Warrant Agreement (Alexander & Alexander Services Inc)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to ~~purchase~~ subscribe for a whole number of Warrant Securities in ~~registered~~ certificated form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to ~~purchase~~ subscribe for Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the ~~transfer books~~ registrar for the Warrant Securities ~~purchasable~~ to be issued upon the exercise of such Warrants shall be ~~closed~~closed and unable to update the register of members, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the registered holder ~~of record~~ of such Warrant Securities on such date, but shall be effective to constitute such person as the registered holder ~~of record~~ of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the ~~transfer books~~ registrar for the Warrant Securities ~~purchasable~~ to be issued upon the exercise of such Warrants shall be ~~opened~~open for business, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the ~~transfer books shall next be opened~~registrar is open for business, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in ~~fully registered~~ certificated form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp duty, stamp duty reserve tax, issuance, transfer restriction tax or other tax, duty, fee or other tax or other governmental ~~charge required~~ charge, including any penalty or interest in respect thereof (a “Transfer Tax”) arising in relation to ~~be paid in connection with~~ any ~~transfer involved in the~~ transfer, issue or other delivery of the Warrant Securities, and in the event that any such ~~transfer~~ transfer, issue or other delivery is involved, the Company shall not be required to transfer, issue or otherwise deliver any Warrant Security until such ~~tax or other charge~~ Transfer Tax shall have been paid or it has been established to the Company’s satisfaction that no such ~~tax~~ Transfer Tax is due or ~~other charge is due~~may arise. (e) Prior to the issuance of any Warrants ~~there shall have been reserved~~pursuant to this Agreement, and ~~the Company shall~~ at all times through the Expiration ~~Date keep reserved~~Date, ~~out of its authorized but unissued Warrant Securities, a number of shares~~ the Company shall ensure that the Directors have sufficient ~~to provide for the exercise~~ authority and power under section 551 and section 570 of the UK Companies Act 2006 to issue such Warrants.

Appears in 1 contract

Samples: Warrant Agreement (Renalytix PLC)

Exercise of Warrants. (a) During the period specified in Section ~~2.2~~2.02, ~~the~~ any whole number of Warrants may be exercised ~~to purchase a whole number of Warrant Securities in registered form~~ by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, (in ~~lawful money of the United States of America, [~~US$/Specified Currency) (in cash or by certified check or official bank check ~~in New York Clearing House funds] [~~or by bank wire ~~transfer~~ transfer, in each case) (by bank wire transfer), in immediately available funds] , the Warrant Price for each Warrant ~~Security with respect to which a Warrant is being exercised~~ exercised, to the Warrant Agent at its corporate trust ~~office~~office (or at ), provided that such exercise is subject to receipt within five business days of such ~~payment~~ (payment) (wire transfer) by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a ~~payment~~ (payment) (wire transfer) for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee under the applicable Indenture of (i) the number of ~~Warrant Securities with respect to which~~ Warrants ~~were~~ exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants ~~for the~~ remaining ~~Warrant Securities~~ after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall ~~issue~~ issue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such ~~Warrant~~ Warrant, the Warrant Securities to which such holder is ~~entitled,~~ entitled in fully registered form, registered in such name or names as may be directed by such holder. .* If fewer than all --------------- * Subject to change in accordance with changes in tax laws and regulations. 3 4 of the Warrants evidenced by such Warrant ~~Certificate~~ Certificates are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing ~~Warrants for~~ the number of ~~Warrant Securities~~ such Warrants remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, ; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s 's satisfaction that no such tax or other charge is due~~. (e) Prior~~ . ARTICLE III OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES SECTION 3.01. No Rights as Warrant Securityholder Conferred by Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby shall entitle the holder thereof to any of the ~~issuance~~ rights of ~~any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out~~ a holder of ~~its authorized but unissued~~ Warrant Securities, ~~a number~~ including, without limitation, the right to receive the payment of ~~shares sufficient~~ principal of, premium, if any, or interest on Warrant Securities or to ~~provide for the exercise~~ enforce any of the ~~Warrants~~covenants in the applicable Indenture.

Appears in 1 contract

Samples: Warrant Agreement (Republic New York Capital Iv)

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, ~~[in cash~~ by bank check or by certified check payable to the Company, or ~~official bank check in New York Clearing House funds] [~~by bank wire transfer in immediately available funds] , the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. In the event a holder of a Warrant Certificate notifies the Warrant Agent of such holder’s intent to utilize a cashless exercise, the Warrant Agent will promptly notify the Company, and if such cashless exercise is permitted in accordance with the terms of the Warrant Certificate, the Company will calculate the number of Warrant Securities to be issued to the Holder and provide the Transfer Agent with issuance instructions pertaining to such exercise, upon which the Warrant Agent shall issue Warrant Securities to the holder in accordance with the provisions of this Section 2.3. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information as the Company shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due. (e) Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.

Appears in 1 contract

Samples: Warrant Agreement (usell.com, Inc.)

Common use of Exercise of Warrants Clause in Contracts