Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.
Appears in 8 contracts
Samples: Warrant Agreement (Commonwealth Biotechnologies Inc), Warrant Agreement (Commonwealth Biotechnologies Inc), Warrant Agreement (Commonwealth Biotechnologies Inc)
Exercise of Warrants. At any time before June 25(a) Subject to Section 2, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants the rights represented by this Warrant Certificate may be exercised as to all by the Holder, in whole or any portion in part, by the surrender of this Warrant Certificate, with the attached Subscription Form duly executed, at the principal office of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender Company at 0 Xxxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxx X0X 0X0 (or such other office of the Warrants, accompanied Company as it may designate by a subscription for shares notice in writing to the Holder at the address of such Holder appearing on the books of the Company at any time and from time to time during the period within which the rights represented by this Warrant Certificate may be purchased in the form attached hereto as Exhibit B exercised) and by a check payable upon payment to or to the order of the Company of immediately available funds by wire transfer of lawful money of Canada in the an amount required for purchase of the shares as to which the Warrant is being exercised, delivered equal to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment Exercise Price per Common Share multiplied by the Company aggregate number of any applicable issue or transfer taxes), cause Common Shares to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which on such holder is entitled upon exercise of the this Warrant. In the event that the Holder subscribes for and purchases any such holder is lesser number of Common Shares prior to the Expiry Time, the Holder shall be entitled to receive a fractional sharereplacement Warrant Certificate, without charge, representing the unexercised balance of the Warrants as soon as practicable, and in lieu thereof such holder any event within five Business Days, after the Warrants represented by this Warrant Certificate shall have been so exercised.
(b) The Company agrees that the Common Shares so purchased shall be paid a cash amount equal and be deemed to be issued to the Holder as the registered owner of such fraction, multiplied by Common Shares as of the Current Value close of one full share of Common Stock business on the date of exerciseon which both this Warrant Certificate shall have been surrendered and payment made for such Common Shares as aforesaid. Certificates for shares of the Common Stock issuable by reason of the exercise of the Warrant or Warrants Shares so purchased shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant delivered to the holder of Holder as soon as practicable, and in any event within five Business Days, after the Warrants represented by this Warrant Certificate shall have been so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedexercised.
Appears in 8 contracts
Samples: Subscription Agreement (Canopy Growth Corp), Consent Agreement (Canopy Growth Corp), Subscription Agreement (Canopy Growth Corp)
Exercise of Warrants. At (a) This Warrant is exercisable in whole or in part at any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia and from time to time, Warrants may . Such exercise shall be exercised effectuated by submitting to the Company (either by delivery to the Company or by facsimile transmission as to all or any portion provided in Section 8 hereof) a completed and duly executed Notice of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased Exercise (substantially in the form attached hereto to this Warrant) as Exhibit B and by a check payable to the order provided in this paragraph. The date such Notice of the Company in the amount required for purchase of the shares as to which the Warrant Exercise is being exercised, delivered faxed to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon shall be the exercise “Exercise Date,” provided that the Holder of a this Warrant in whole or in part, tenders this Warrant Certificate to the Company will within five (5) business days thereafter, thereafter and at its expense (including the time of such Notice of Exercise the Company has received payment for the shares being purchased. The Notice of Exercise shall be executed by the Company Holder of any applicable issue or transfer taxes)this Warrant and shall indicate the number of shares then being purchased pursuant to such exercise. Upon surrender of this Warrant Certificate, cause together with appropriate payment of the Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to be issued in the name of and delivered to the Warrant holder receive a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full so purchased.
(b) The Exercise Price per share of Common Stock on for the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants then being exercised shall be dated and payable in cash by wire, certified or official bank check.
(c) In no event shall Holder exercise this Warrant for less than ten thousand (10,000) Warrant Shares unless the Holder has a Warrant for less than ten thousand (10,000) Warrant Shares, in which case Holder shall be effective as of the date of the surrendering of required to exercise the Warrant for exercise, notwithstanding any delays in all remaining Warrant Shares on the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as Exercise Date.
(d) The Holder shall be deemed to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to be the holder of the Warrant so exercised covering shares issuable to it in accordance with the aggregate number provisions of shares of Common Stock as to which Warrants remain unexercisedthis Section 2 only on and after the Exercise Date.
Appears in 5 contracts
Samples: Common Stock Purchase Warrant (Focus Enhancements Inc), Common Stock Purchase Warrant (Focus Enhancements Inc), Common Stock Purchase Warrant (Focus Enhancements Inc)
Exercise of Warrants. At The Registered Holder of any Warrant Certificate may exercise the Warrants, in whole or in part at any time before June 25or from time to time at or prior to the close of business, 2007 on the Expiration Date, at 5:00 p.m., Richmond, Virginia time, which time the Warrant Certificates shall be and become wholly void and of no value. Warrants may be exercised by their holders as to all or any portion of the whole number of shares of Common Stock covered follows:
(a) This Warrant may be exercised by the Warrants by the holder thereof by surrender of the WarrantsRegistered Holder, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office of the Company, or at such other office or agency as the Company will within five may designate, accompanied by payment in full of an amount equal to the then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise.
(5b) days thereafterPayment may be made either in lawful money of the United States or by surrender of a note made by the Company and payable to the Registered Holder with a balance of principal plus accrued and unpaid interest to the date of surrender equal to the payment required. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection l(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.
(c) As soon as practicable after the exercise of the purchase right represented by this Warrant, the Company, at its expense (including the payment by the Company of any applicable issue or transfer taxes)expense, will use its best efforts to cause to be issued in the name of of, and delivered to, Registered Holder, or, subject to the Warrant holder terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of fully paid and non-assessable full shares of Common Stock Warrant Shares to which Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant (subject to adjustment as provided herein) minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) above.
(d) In case the registered holder of any Warrant certificate shall exercise fewer than all of the Warrants evidenced by such certificate, the Company shall promptly countersign and deliver to the registered holder of such certificate, or to his duly authorized assigns, a new certificate evidencing the number of Warrants that were not so exercised.
(e) Each person in whose name any certificate for securities is entitled issued upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record of the securities represented thereby as of, and such certificate shall be dated, the date upon which the Warrant certificate was duly surrendered in proper form and payment of the Purchase Price (and of any applicable taxes or other governmental charges) was made; provided, however, that if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares as of, and the certificate for such shares shall be dated, the next succeeding business day on which the stock transfer books of the Company are open (whether before, on or after the Expiration Date) and the Company shall be under no duty to deliver the certificate for such shares until such date. The Company covenants and agrees that it shall not cause its stock transfer books to be closed for a period of more than 10 consecutive business days except upon consolidation, merger, sale of all or substantially all of its assets, dissolution or liquidation or as otherwise provided by law. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedWarrants.
Appears in 4 contracts
Samples: Warrant Agreement (Milestone Scientific Inc/Nj), Warrant Agreement (Milestone Scientific Inc/Nj), Warrant Agreement (Milestone Scientific Inc/Nj)
Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, The Warrants evidenced hereby may be exercised as to all or at any portion of time after November 1, 2002 through the whole number of shares of Common Stock covered Expiration Date by the Warrants by the registered holder thereof by surrender of the Warrantshereof, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, by the surrender of this Warrant Certificate, duly endorsed (unless endorsement is waived by the Company), at the principal office of the Company will within five (5) days thereafter, or at its expense (including the payment by such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at such holder's last address appearing on the books of any applicable issue or transfer taxes)the Company) along with the duly completed Exercise Form attached hereto as Exhibit A and, cause other than in the case of an exercise designated to be issued a "Cashless Net Exercise" pursuant to Section 2 below, upon payment of the aggregate Exercise Price (as defined below) of the Common Shares purchased; provided, that in the name event of and a Change of Control, the Warrants evidenced hereby shall become immediately exercisable. The certificate(s) for such Common Shares shall be delivered to the registered holder hereof within a reasonable time, after Warrants evidenced hereby shall have been so exercised and a new Warrant holder a certificate or certificates for Certificate evidencing the number of fully paid and non-assessable shares Warrants, if any, remaining unexercised shall also be issued to the registered holder within such time unless such Warrants have expired. No fractional Common Shares of Common Stock to which the Company, or scrips for any such holder is entitled fractional shares, shall be issued upon the exercise of any Warrants; but the Warrant. In the event such holder is hereof shall be entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, fraction multiplied by the Current Value then fair market value of one full share a Common Share as determined in good faith by the Board of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason Directors of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedCompany.
Appears in 3 contracts
Samples: Warrant Issuance Agreement (Aurora Foods Inc /De/), Warrant Issuance Agreement (Aurora Foods Inc /De/), Warrant Issuance Agreement (Fenway Partners Capital Ii L P)
Exercise of Warrants. At (a) This Warrant is exercisable in whole or in part at any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia and from time to time, Warrants may . Such exercise shall be exercised effectuated by submitting to the Company (either by delivery to the Company or by facsimile transmission as to all or any portion provided in Section 8 hereof) a completed and duly executed Notice of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased Exercise (substantially in the form attached hereto to this Warrant) as Exhibit B and by a check payable to the order provided in this paragraph. The date such Notice of the Company in the amount required for purchase of the shares as to which the Warrant Exercise is being exercised, delivered faxed to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon shall be the exercise “Exercise Date,” provided that the Holder of a this Warrant in whole or in part, tenders this Warrant Certificate to the Company will within five (5) business days thereafter, thereafter and at its expense (including the time of such Notice of Exercise the Company has received payment for the shares being purchased. The Notice of Exercise shall be executed by the Company Holder of any applicable issue or transfer taxes)this Warrant and shall indicate the number of shares then being purchased pursuant to such exercise. Upon surrender of this Warrant Certificate, cause together with appropriate payment of the Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to be issued in the name of and delivered to the Warrant holder receive a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full so purchased.
(b) The Exercise Price per share of Common Stock on for the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants then being exercised shall be dated and payable in cash by wire, certified or official bank check.
(c) In no event shall Holder exercise this Warrant for less than ten thousand (1,000) Warrant Shares unless the Holder has a Warrant for less than ten thousand (1,000) Warrant Shares, in which case Holder shall be effective as of the date of the surrendering of required to exercise the Warrant for exercise, notwithstanding any delays in all remaining Warrant Shares on the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as Exercise Date.
(d) The Holder shall be deemed to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to be the holder of the Warrant so exercised covering shares issuable to it in accordance with the aggregate number provisions of shares of Common Stock as to which Warrants remain unexercisedthis Section 2 only on and after the Exercise Date.
Appears in 3 contracts
Samples: Common Stock Purchase Warrant (Focus Enhancements Inc), Common Stock Purchase Warrant (Focus Enhancements Inc), Common Stock Purchase Warrant (Focus Enhancements Inc)
Exercise of Warrants. At any time before June 25(a) Subject to Section 2, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants the rights represented by this Warrant Certificate may be exercised as to all by the Holder, in whole or any portion in part, by the surrender of this Warrant Certificate, with the attached Subscription Form duly executed, at the principal office of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender Company at 0 Xxxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxx X0X 0X0 (or such other office of the Warrants, accompanied Company as it may designate by a subscription for shares notice in writing to the Holder at the address of such Holder appearing on the books of the Company at any time and from time to time during the period within which the rights represented by this Warrant Certificate may be purchased in the form attached hereto as Exhibit B exercised) and by a check payable upon payment to or to the order of the Company of immediately available funds by wire transfer of lawful money of Canada in the an amount required for purchase of the shares as to which the Warrant is being exercised, delivered equal to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment Exercise Price per Common Share multiplied by the Company aggregate number of any applicable issue or transfer taxes), cause Common Shares to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which on such holder is entitled upon exercise of the Warrantthis Warrant (as such amount may be adjusted in accordance with Section 5). In the event that the Holder subscribes for and purchases any such holder is lesser number of Common Shares prior to the Expiry Time, the Holder shall be entitled to receive a fractional sharereplacement Warrant Certificate, without charge, representing the unexercised balance of the Warrants as soon as practicable, and in lieu thereof such holder any event within five Business Days, after the Warrants represented by this Warrant Certificate shall have been so exercised.
(b) The Company agrees that the Common Shares so purchased shall be paid a cash amount equal and be deemed to be issued to the Holder as the registered owner of such fraction, multiplied by Common Shares as of the Current Value close of one full share of Common Stock business on the date of exerciseon which both this Warrant Certificate shall have been surrendered and payment made for such Common Shares as aforesaid. Certificates for shares of the Common Stock issuable by reason of the exercise of the Warrant or Warrants Shares so purchased shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant delivered to the holder of Holder as soon as practicable, and in any event within five Business Days, after the Warrants represented by this Warrant Certificate shall have been so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedexercised.
Appears in 2 contracts
Samples: Consent Agreement (Canopy Growth Corp), Consent Agreement (Canopy Growth Corp)
Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, (a) The Warrants evidenced hereby may be exercised as by the Holder in whole or from time to all or any portion time in part, by the surrender to the Company of this Warrant Certificate, duly executed, at the office of the whole number Company located at 00 X. Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000, and upon payment to the Company of shares the purchase price of Common Stock covered the Warrant Shares purchased. Payment shall be made by check or wire transfer. The Company agrees that the Warrants by Warrant Shares so purchased shall be deemed to be issued to the Holder on the date on which this Warrant Certificate shall have been surrendered and payment made for the Warrant Shares; provided, however, that surrender on any date when the stock transfer books of the Company shall be closed shall instead be effective to constitute the person entitled to receive the Warrant Shares as the record holder thereof by surrender for all purposes immediately after the opening of business on the Warrants, accompanied by next succeeding day on which the stock transfer books are open. The certificates for the Warrant Shares and a subscription for shares to be purchased new Warrant Certificate in the form attached hereto as Exhibit B and by a check payable to of this Warrant Certificate evidencing the order number of the Company in the amount required for purchase of the shares as to which the Warrant is being exercisedWarrants, if any, remaining unexercised shall be delivered to the Company at its principal office at Commonwealth BiotechnologiesHolder within 30 days after Warrants evidenced hereby shall have been exercised.
(b) No fractional shares of capital stock of the Company, Inc.or script for any such fractional shares, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon shall be issued upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the WarrantWarrants. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personInstead, the Company shall issue pay a new Warrant cash adjustment in respect of such fraction in an amount equal to the holder same fraction of the Warrant so exercised covering the aggregate number of shares price of Common Stock as to which Warrants remain unexerciseddetermined by the Board of Directors in good faith.
Appears in 2 contracts
Samples: Stock Purchase Agreement (North American Oil & Gas Corp.), Stock Purchase Agreement (North American Oil & Gas Corp.)
Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, The Warrants may be exercised by the Holder, in whole or in part (but not as to all or any portion a fractional share of Common Stock), by surrender of this Warrant Certificate at the principal office of the whole number Company at Suite 1209, 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0 (or such other office or agency of the Company as may be designated by notice in writing to the Holder at the address of such Holder appearing on the books of the Company), with the appropriate form attached hereto duly exercised, at any time within the period beginning on the date hereof and expiring on November 1, 2008 (the “Exercise Period”) and by payment to the Company by certified check or bank draft of the purchase price for such shares. The Company agrees that the shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to so purchased shall be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause are deemed to be issued in the name of and delivered to the Warrant holder a certificate or certificates for Holder as the number record owner of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as of the close of business on the date on which the Warrant Certificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased shall be delivered to which the Holder promptly and in no event later than ten (10) days after the Warrants remain unexercisedshall have been so exercised, and, unless the Warrants have expired, a new Warrant Certificate representing the number of Warrants represented by the surrendered Warrant Certificate, if any, that shall not have been exercised shall also be delivered to the Holder within such time.
Appears in 2 contracts
Samples: Secured Convertible Debenture Purchase Agreement (Lexington Energy Services Inc.), Secured Convertible Debenture Purchase Agreement (Lexington Energy Services Inc.)
Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants This Warrant may be exercised as to all in whole or any portion in part by the Holder during the Exercise Period upon presentation and surrender hereof, with the attached Purchase Form duly executed, at the office of the whole Company located at 100 Xxxxxxx Xxxxxxxxx, Xxxx Xxxx Xxxxx, XX 00000, accompanied by full payment of the Exercise Price multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, as promptly as practicable, a certificate representing the Shares being purchased. This Warrant may be exercised for not less than 1,000 Shares and in additional increments of 1,000 Shares at any time and from time to time during the Exercise Period. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period, and otherwise of like tenor as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock covered by on such date, the Warrants by Holder shall be deemed to have become the record holder thereof by surrender of such Shares on the Warrants, accompanied by a subscription for shares next succeeding date as of which the Company ceased to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedprohibited.
Appears in 1 contract
Samples: Registration Rights Agreement (Nstor Technologies Inc)
Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, The Warrants may be exercised by the Holder, in whole or in part (but not as to all or any portion a fractional share of Common Stock), by surrender of this Warrant Agreement at the principal office of the whole number Company located at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 (or such other office or agency of the Company as may be designated by notice in writing to the Holder at the address of such Holder appearing on the books and records of the Company), with the appropriate form attached hereto duly exercised, at any time within the period of April 1, 2005 through April 1, 2010 (the “Exercise Period”) and by payment to the Company by certified check or bank draft of the purchase price for such shares of the Common Stock or an election to exercise the warrants on a cashless basis. The Company agrees that the shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to so purchased shall be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause deemed to be issued in the name of and delivered to the Warrant holder a certificate or certificates for Holder as the number record owner of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as of the close of business on the date on which the Warrant Agreement shall have been surrendered and payment made for such shares of Common Stock or the cashless exercise option is duly exercised. Certificates representing the shares of Common Stock so purchased shall be delivered to which the Holder promptly and in no event later than ten(10) days after the Warrants remain unexercisedshall have been so exercised. The Company shall be responsible for any damages caused as a direct result of a failure to deliver certificates on a timely basis. This Warrant Agreement is entered into pursuant to that certain Settlement Agreement dated as of January 28, 2005, by and among the Company and the Holder, and is subject to the provisions thereof.
Appears in 1 contract
Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants The rights represented by this Warrant may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the WarrantsHolder hereof, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in partpart (but not as to a fractional Common Share), by the surrender of this Warrant Certificate, with the attached Subscription Form duly executed, at the principal office of the Company will within five at 0000 X. Xxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (5) days thereafter, at its expense (including the payment by or such other office of the Company as it may designate by notice in writing to the Holder hereof at the address of such Holder appearing on the books of the Company at any applicable issue time during the period within which the rights represented by this Warrant Certificate may be exercised) and upon payment to it for the account of the Company, in cash or transfer taxes)a certified cheque, cause money order or bank draft, of the purchase price for such Common Shares. The Company agrees that the Common Shares so purchased shall be and be deemed to be issued in to the name Holder hereof as the registered owner of such Common Shares as of the close of business on the date on which this Warrant Certificate shall have been surrendered and payment made for such Common Shares as aforesaid. Certificates for the Common Shares so purchased shall be delivered to the Holder hereof within a reasonable time, not exceeding three business days, after the rights represented by this Warrant holder Certificate shall have been so exercised and, unless this Warrant has expired, a certificate or certificates for new Warrant Certificate representing the number of fully paid and non-assessable shares of Common Stock Shares, if any, with respect to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder this Warrant shall not then have been exercised shall also be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant issued to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedHolder hereof within such time.
Appears in 1 contract
Samples: Warrant Agreement (American Lithium Minerals, Inc.)
Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants The warrants may be exercised by the Holder, in whole or in part (but not as to all or any portion a fractional share of Common Stock), by surrender of this Warrant Certificate at the principle office of the whole number Company at 0000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX X0X 0X0 (or such other office or agency of the Company as may be designated by notice in writing to the Holder at the address of such Holder appearing on the books of the Company), with the appropriate form attached duly exercised, at any time within the period beginning one day after the Holder's subscription for Units (each Unit consisting of one share of no par value Common Stock of the Company at $0.25 per share) was accepted by the Company, and expiring on that date which is exactly two years and one day after the Holder's subscription for Units was accepted by the Company (the "Exercise Period") and by payment to the Company by certified check or bank draft of the purchase price for such shares. The Company agrees that the shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to so purchased shall be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause are deemed to be issued in the name of and delivered to the Warrant holder a certificate or certificates for Holder as the number record owner of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as of the close of business on the date on which the Warrant Certificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to which Section 2E, shall be delivered to the Holder promptly and in no event later than ten (10) days after the Warrants remain unexercisedshall have been so exercised, and, unless the Warrants have expired, a new Warrant Certificate, if any, that shall not have been exercised shall also be delivered to the Holder within such time.
Appears in 1 contract
Exercise of Warrants. At (a) This Warrant is exercisable in whole or in part at any time before June 25and from time to time. Such exercise shall be effectuated by submitting to the Company (either by delivery to the Company or by facsimile transmission as provided in Section 8 hereof) a completed and duly executed Notice of Exercise (substantially in the form attached to this Warrant) as provided in this paragraph. The date such Notice of Exercise is faxed to the Company shall be the Exercise Date, 2007 at 5:00 p.m.provided that the Holder of this Warrant tenders this Warrant Certificate to the Company within five (5) business days thereafter. The Notice of Exercise shall be executed by the Holder of this Warrant and shall indicate the number of shares then being purchased pursuant to such exercise. Upon surrender of this Warrant Certificate, Richmond, Virginia time, Warrants may be exercised as to all or any portion together with appropriate payment of the whole Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased.
(b) If subsequent to August 9, 2005 there shall not be an effective Registration Statement (other than during a Permitted Suspension Period, as defined in the Registration Rights Agreement), the Holder may elect a "cashless" exercise of this Warrant. If the Notice of Exercise form elects a "cashless" exercise, the Holder shall thereby be entitled to receive a number of shares of Common Stock covered by equal to (x) the Warrants by the holder thereof by surrender excess of the Warrants, accompanied by a subscription for shares to be purchased in Current Market Value (as defined below) over the form attached hereto as Exhibit B and by a check payable to the order total cash exercise price of the Company in the amount required for purchase portion of the shares as to which the Warrant is then being exercised, delivered to divided by (y) the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon Market Price of the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant trading day immediately prior to the holder Exercise Date. For the purposes of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.this
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Amedia Networks, Inc.)
Exercise of Warrants. At (a) The Holder may, at any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable prior to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercisedTermination Date, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a this Warrant in whole or in partpart at an exercise price per share equal to [$2.75] per share, subject to adjustment as provided herein (the Company will within five (5) days thereafter"Warrant Price"), at its expense (including the payment by the Company surrender of any applicable issue this Warrant (properly endorsed) at the principal office of the Corporation, or transfer taxes), cause to be issued at such other agency or office of the Corporation in the name United States of and delivered America as the Corporation may designate by notice in writing to the Warrant holder a certificate or certificates for Holder at the number address of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise Holder appearing on the books of the Warrant. In Corporation, and by payment to the event such holder is entitled to a fractional share, Corporation of the Warrant Price in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied lawful money of the United States by the Current Value of one full check or wire transfer for each share of Common Stock on the date of exercisebeing purchased. Certificates for shares of Common Stock issuable by reason of the Upon any partial exercise of the Warrant or Warrants this Warrant, there shall be dated executed and shall be effective as of issued to the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue Holder a new Warrant to the holder in respect of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedthis Warrant shall not have been exercised. In the event of the exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Shares so purchased, as applicable, registered in the name of the Holder, shall be delivered to the Holder hereof as soon as practicable after the rights represented by this Warrant shall have been so exercised.
(b) If, but only if, at any time after one year from the date of issuance of this Warrant there is no effective registration statement registering the resale of the Common Stock underlying this Warrant by the Holder, this Warrant may also be exercised at such time by means of a "cashless exercise" in which, at any time prior to the Termination Date, the Holder of this Warrant may, at its option, exchange this Warrant, in whole or in part (a "Warrant Exchange"), into Warrant Shares by surrendering this Warrant at the principal office of the Corporation, accompanied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, within five (5) days of the date the Notice of Exchange is received by the Corporation (the "Exchange Date"). Certificates for the Warrant Shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the Warrant Shares remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder within three (3) business days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A) = the Closing Bid Price (as hereinafter defined) on the trading day preceding the date on which the Company receives the Exercise Documentation;
(B) = the exercise price of this Warrant, as adjusted; and
Appears in 1 contract
Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, 2.1 Warrants may be exercised by the Holder hereof, at any time until 5:00 p.m. Boston time on the Expiration Date or 5:00 p.m. Boston Time on the last business day before the Redemption Date (as defined in Section 8), as the case may be, as to all the whole or any portion lesser number of the whole number of shares of Common Stock Warrant Shares covered hereby, by the Warrants surrender of this Warrant Certificate (with the election at the end hereof duly executed) to the Company at its main office at 000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx ("Main Office"), or at such other place as may be designated in writing by the holder thereof by surrender of the WarrantsCompany, accompanied by together with a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a certified or bank check payable to the order of the Company in an amount equal to the amount required Exercise Price multiplied by the number of Warrant Shares for purchase which such Warrants are being exercised.
2.2 Upon each exercise of the shares as Holder's rights to which purchase Warrant Shares, the Holder shall be deemed to be the holder of record of the Warrant is being exercisedShares issuable upon such exercise, notwithstanding that the transfer books of the Company shall then be closed or certificates representing such Warrant Shares shall not then have been actually delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: ChairmanHolder. Upon the As soon as practicable after each such exercise of a Warrant in whole or in partWarrant, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable shall issue or transfer taxes), cause to be issued in the name of and delivered deliver to the Warrant holder Holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which Warrant Shares issuable upon such holder is entitled upon exercise exercise, registered in the name of the WarrantHolder or its designee. In If a Warrant should be exercised in part only, the event Company shall, upon surrender of the Warrant Certificate evidencing such holder is entitled Warrant for cancellation, execute and deliver a new Warrant Certificate evidencing the right of the Holder to a fractional share, in lieu thereof such holder shall be paid a cash amount equal purchase the balance of the Warrant Shares (or portions thereof) subject to such fraction, multiplied by the Current Value purchase hereunder.
2.3 The issuance of one full share of Common Stock on the date of exercise. Certificates for any shares of Common Stock issuable by reason of or other securities upon the exercise of Warrants and the Warrant delivery of certificates or Warrants other instruments representing such shares or other securities shall be dated and shall be effective as made without charge to the Holder for any tax or other charge (other than payment of the date Exercise Price) in respect of such issuance. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the surrendering of the Warrant for exerciseHolder, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, and the Company shall not be required to issue a new Warrant or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the holder Company the amount of such tax or shall have established of the Warrant so exercised covering satisfaction of the aggregate number of shares of Common Stock as to which Warrants remain unexercisedCompany that such tax has been paid.
Appears in 1 contract
Exercise of Warrants. At any time before June 25a. Upon surrender of this Warrant with the Form of Election to Purchase attached hereto duly completed and signed to the Company, 2007 at 5:00 p.m.its address set forth in Section 10, Richmond, Virginia time, Warrants may be exercised as to all or any portion and upon payment and delivery of the whole Exercise Price per Warrant Share multiplied by the number of shares of Common Stock covered by Warrant Shares that the Warrants by the holder thereof by surrender Warrant Holder intends to purchase hereunder, in lawful money of the WarrantsUnited States of America, accompanied in cash or by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a certified or official bank check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant or checks or in whole or in partpart as a reduction in the Non-Negotiable 12% Promissory Note dated as of February 29, 2004 as Amended and Restated as of June 24, 2005 (the "Note") between the Company and the Warrant Holder, to the Company, all as specified by the Warrant Holder in the Form of Election to Purchase, the Company will within five shall promptly (5but in no event later than 7 business days after the Date of Exercise [as defined herein]) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and cause to be delivered to or upon the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise written order of the Warrant Holder and in such name or Warrants names as the Warrant Holder may designate (subject to the restrictions on transfer described in the legend set forth on the face of this Warrant), a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act. Any person so designated by the Warrant Holder to receive Warrant Shares shall be dated and shall be effective deemed to have become holder of record of such Warrant Shares as of the date Date of Exercise of this Warrant. Notwithstanding anything contained herein to the surrendering of contrary, this Warrant may not be exercised after the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery Holder has received notice of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant prepayment pursuant to the holder Note until the adjustment required to be made pursuant to the last sentence of the Section 7(d) of this Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedis taken into account.
Appears in 1 contract