Exercise. This Warrant may be exercised, in whole or in part, from time to time by the Holder by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrant.
Appears in 5 contracts
Samples: Common Stock Purchase Warrant (Colorocs Information Technologies Inc), Warrant Agreement (Colorocs Information Technologies Inc), Common Stock Purchase Warrant (Colorocs Information Technologies Inc)
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder on or before the Termination Date, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit I duly executed by or on behalf the Registered Holder at the principal executive offices of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, of the Warrant Price payable in an aggregate amount equal to the Purchase Price as then adjusted multiplied by respect of the number of Warrant Shares as purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof.
(b) 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 is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). The Company At such time, the person or persons in whose name or names any certificates for Warrant Shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 twenty (20) days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), at its expense, will cause to be issued in the name of of, and deliver to delivered to, the Registered Holder, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable Warrant Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Registered Holder would otherwise shall be entitledentitled upon such exercise; and
(ii) in case such exercise is in part only, cash a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares as to which face of this Warrant is exercised shall be deemed issued on and as of minus the date number of such exercise and the Holder or the person or persons designated shares purchased by the Registered Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantupon such exercise.
Appears in 4 contracts
Samples: Common Stock Purchase Warrant (Barnabus Energy, Inc.), Common Stock Purchase Warrant (Barnabus Energy, Inc.), Common Stock Purchase Warrant (Barnabus Energy, Inc.)
Exercise. This Warrant Upon vesting of an Award that is an Option, such Award shall be exercisable during Grantee’s lifetime only by Grantee or by Grantee’s guardian or legal representative, and after Grantee’s death only by the person or entity entitled to do so under Grantee’s last will and testament or applicable intestate law. An Award that is an Option may be exercised, exercised in whole or in part, accordance with the notice procedures established from time to time by the Holder by delivering Company. The Exercise Price of any Option granted under this Warrant, together with an Election to Purchase Plan and the Grantee’s Withholding Liability (as defined in the form attached hereto properly completed and duly executed by or on behalf of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agentSection 4), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tenderany, with respect to any Award may be made by any one or more of the Shares following as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and approved by the Company:
(a) payment in any event within 15 days thereafterfull in cash, at or before the time the Company delivers the Class A Common Shares underlying such Award;
(b) payment in Class A Common Shares owned by the Grantee, at or before the time the Company delivers the Class A Common Shares underlying such Award, provided that any of the Company's expense (including the payment by it of any applicable issue taxes), in the name of ’s Class A Common Shares assigned and deliver delivered to the Holder, Company in payment or as partial payment of the Holder may direct (on payment Exercise Price shall be accompanied by an assignment separate from certificate and any other document(s) reasonably requested by the Holder of any applicable transfer taxes and compliance with Section 7 hereof)Company;
(c) payment in other property deemed acceptable by the Company, at or before the time the Company delivers the Class A Common Shares underlying such Award;
(d) a certificate or certificates for reduction in the number of fully paid and nonassessable Class A Common Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would or other property otherwise be entitled, cash equal issuable pursuant to such fraction multiplied Award;
(e) the holder of the Award irrevocably authorizing a broker approved in writing by the greater Company to sell Class A Common Shares to be acquired through exercise of an Award that is an Option and remitting to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any federal and state withholding resulting from such exercise (a “Cashless Exercise”); provided, however, that, notwithstanding anything in this Agreement to the contrary, (i) the then fair market value of Company shall only deliver such shares Class A Common Shares at or after the time the Company receives full payment for such Class A Common Shares, (ii) the Purchase Exercise Price as then adjustedfor such Class A Common Shares will be due and payable to the Company no later than one business day following the date on which the proceeds from the sale of the underlying Class A Common Shares are received by the authorized broker, (iii) in no event will the Company directly or indirectly extend or maintain credit, arrange for the extension of credit or renew any extension of credit, in the form of a personal loan or otherwise, in connection with a Cashless Exercise and (iv) in no event shall the Grantee enter into any agreement or arrangement with a brokerage or similar firm in which the proceeds received in connection with a Cashless Exercise will be received by or advanced to the Grantee before the date the Class A Common Shares underlying such an Award that is an Option are delivered or released by the Company; or
(f) a combination of any of the above. Any Shares as Notwithstanding any other provisions of this Agreement to which this Warrant is exercised the contrary, no Grantee shall be deemed issued on and as permitted to pay the purchase price of the date Class A Common Shares underlying such an Award that is an Option, or other property issuable pursuant to such Award that is an Option, or such Grantee’s Withholding Liability with respect to such issuance, in whole or in part by the delivery of a promissory note.
(g) Notwithstanding any provision of this Agreement to the contrary;
(i) payment of the Exercise Price for such exercise Class A Common Shares and the Holder Grantee’s Withholding Liability, if any, with respect to such Class A Common Shares shall be due the date the Class A Common Shares underlying the Award are delivered; and
(ii) in no event shall the Company issue or deliver the person or persons designated by Class A Common Shares underlying the Holder as therein provided shall thereupon be deemed to be Award that is an Option before the owner or owners of record thereof. Company receives payment for such Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance Section.
(h) Notwithstanding any provision of this Agreement to the one at contrary, Awards in the head form of this WarrantOptions may only be exercised when both of the following shall have occurred:
(i) the delivery to the Company of a written notice of such exercise; and
(ii) payment in full of the Exercise Price of an Award that is an Option and any Withholding Liability (if applicable) with respect to such Award.
Appears in 3 contracts
Samples: Award Agreement (Finish Line Inc /In/), Award Agreement (Finish Line Inc /In/), Award Agreement (Finish Line Inc /In/)
Exercise. This Warrant (a) During the period that the Option is exercisable, it may be exercised, exercised in whole full or in part, from time to time part by the Holder Grantee, his or her legal representatives, guardian or Successor, as defined in the Plan, by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf mailing written notice of the Holder, exercise to the Company Secretary of AMCE. The written notice shall be signed by each person entitled to exercise the Option and shall specify the address and Social Security number of each such person. If any person other than the Grantee purports to be entitled to exercise all or such person as any portion of the Company may have appointed as warrant agentOption, at its principal office (or at the office of such agent), written notice shall be accompanied by proof, satisfactory to the Secretary of AMCE, of that entitlement.
(b) The written notice shall be accompanied by full payment of the exercise price for the shares as to which the Option is exercised either (i) in cash or by cash, certified or bank checkcashier's check or money order, payable to the order of the CompanyAMCE, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) in shares of AMCE Common Stock that have been held by the Purchase Price Grantee for at least six months and evidenced by certificates either endorsed or with stock powers attached transferring ownership to AMCE, with an aggregate Fair Market Value (as then adjusted. Any Shares defined in the Plan) equal to said exercise price on the date the written notice is received by the Secretary, or (iii) in any combination of the foregoing.
(c) Notwithstanding the provisions of subsection (b) next above, shares acquired through the exercise of an Incentive Stock Option granted under the Plan or any predecessor stock option plan providing for options on shares of AMCE Common Stock may be used as to which this Warrant is exercised payment at exercise hereunder only if such shares have been held for at least 12 months following such acquisition.
(d) The written notice of exercise will be effective and the Option shall be deemed issued exercised to the extent specified in the notice on and as the date that the written notice (together with required accompaniments respecting payment of the date of such exercise and the Holder or the person or persons designated price) is received by the Holder as therein provided shall thereupon be deemed to be the owner or owners Secretary of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one AMCE at the head of this Warrantits then executive offices during regular business hours.
Appears in 3 contracts
Samples: Stock Option Agreement (Amc Entertainment Inc), Stock Option Agreement (Amc Entertainment Inc), Stock Option Agreement (Amc Entertainment Inc)
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder on or before the Termination Date, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit I duly executed by or on behalf the Registered Holder at the principal executive offices of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, of the Warrant Price payable in an aggregate amount equal to the Purchase Price as then adjusted multiplied by respect of the number of Warrant Shares as purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof; provided, however, that the Warrant Price shall never be less than $0.05 (the “Warrant Price Floor”).
(b) 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 is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). The Company At such time, the person or persons in whose name or names any certificates for Warrant Shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 twenty (20) days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), at its expense, will cause to be issued in the name of of, and deliver to delivered to, the Registered Holder, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable Warrant Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Registered Holder would otherwise shall be entitledentitled upon such exercise; and
(ii) in case such exercise is in part only, cash a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares as to which face of this Warrant is exercised shall be deemed issued on and as of minus the date number of such exercise and the Holder or the person or persons designated shares purchased by the Registered Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantupon such exercise.
Appears in 3 contracts
Samples: Common Stock Purchase Warrant (Open Energy Corp), Common Stock Purchase Warrant (Open Energy Corp), Common Stock Purchase Warrant (Open Energy Corp)
Exercise. This Warrant may be exercisedProvided that the Company Election Notice, in whole or in partall Investor Election Notices and all Second Investor Election Notices, from time collectively constitute an offer to time by the Holder by delivering this Warrantpurchase all of such Offered Shares, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf then within ten (10) days of receipt of the HolderCompany Election Notice, to the Investor Election Notice, and the Second Investor Election Notice, as the case may be, either the Company or such person as any Non-Selling Investor, or both (in each case, the Company may have appointed as warrant agent, at its principal office (or at the office of such agent“Electing Party”), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder Selling Investor (by certified check or wire transfer in immediately available funds to an account specified by the Selling Investor) the purchase price of such Offered Shares to be purchased by the Electing Party, and the Selling Investor shall deliver stock certificates duly endorsed for Transfer or with duly executed stock powers or similar instruments, or such other instrument of Transfer of such Transferred Shares as may be reasonably requested by the Electing Party with all stock transfer taxes paid and stamps affixed. If any Governmental Approval is required in connection with any such purchase of Offered Shares and such Governmental Approval has not been completed or obtained on or prior to the date scheduled for closing, the closing of the purchase of all Offered Shares shall take place on the third Business Day after such Governmental Approval has been completed or obtained. The Selling Investor and the Electing Party shall each use reasonable efforts to complete or obtain any such required Governmental Approval; provided, however, that neither the Selling Investor nor the Electing Party shall be required to agree to any divestiture or operational constraint or pay any material amount of money (other than the filing fee payable in connection with any notification required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, or in connection with any notification or filing under any foreign competition laws which shall be paid by such Electing Party) as a new Warrantcondition of obtaining such Governmental Approval. If each of the Parties has acted in good faith to complete or obtain any such required Governmental Approval and such Governmental Approval has not been completed or obtained on or before the date which is ninety (90) days after receipt by the Selling Investor of the Company Election Notice, the Investor Election Notice or the Second Investor Election Notice, as the case may be, the proposed sale of like tender, Offered Shares subject to such required Governmental Approval shall be cancelled with respect to the such Electing Party and, for all purposes, such Electing Party shall be deemed to have elected not to purchase such Offered Shares as pursuant to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this WarrantSection 2, and in any event within 15 days thereafter, at the Company's expense (including Selling Investor shall be free to Transfer the payment by it of any applicable issue taxes), in the name of and deliver Offered Shares to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) any Non-Selling Investors, if any remain, and the then fair market value Company in accordance with this Section 2; provided, that the right of each of the Company and such shares Non-Selling Investors set forth in this Section 2 will be void ab initio if the Company and such Non-Selling Investors, collectively, offer to purchase less than all of the Offered Shares or (ii) in the Purchase Price as then adjustedabsence of any remaining Non-Selling Investor, the Offeror. Any Shares as Each Electing Party shall only be required to give customary representations and warranties, including legal authority and capacity, non-contravention of other agreements to which this Warrant it is exercised a party and customary stock investor representations. Each Electing Party shall be deemed issued on required to enter into any instrument, undertaking or obligation necessary or reasonably requested and deliver all documents necessary or reasonably requested in connection with such sale (as of specified in the date Transfer Notice) as a condition to the exercise of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed holder’s rights to be the owner or owners of record thereof. Transfer Shares of Common Stock purchased pursuant to under this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this WarrantSection 2.
Appears in 3 contracts
Samples: Stockholders Agreement (Amc Entertainment Inc), Stockholders Agreement (Amc Entertainment Inc), Stockholders Agreement (Marquee Holdings Inc.)
Exercise. This Warrant may be exercised, in whole is exercisable at any time or in part, from time to time on or after March 7, 2001 and on or prior to the Expiration Date with respect to all or any part of the shares of Common Stock set forth in the first paragraph of this Warrant. Any unexercised portion of this Warrant shall terminate on the Expiration Date. The Company agrees that the shares of Common Stock purchased under this Warrant shall be, and are deemed to be, issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, the completed, executed Form of Subscription delivered and full payment made in cash or other same-day funds for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Holder Company at the Company's expense within a reasonable time after the rights represented by delivering this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and execute and deliver a new Warrant or Warrants of like tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a new Warrant, reasonable time. Each certificate for shares of like tender, with respect to Common Stock so delivered shall be in such denominations of Common Stock as may be requested by the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, Holder hereof and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), shall be registered in the name of and deliver to the such Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrant.
Appears in 3 contracts
Samples: Warrant Agreement (Reckson Services Industries Inc), Warrant Agreement (Frontline Capital Group), Warrant Agreement (Reckson Services Industries Inc)
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as EXHIBIT I duly executed by such Registered Holder or on behalf by such Registered Holder's duly authorized attorney, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, in an aggregate amount equal to of the Purchase Price as then adjusted multiplied by payable in respect of the number of Warrant Shares as purchased upon such exercise.
(b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day (the "Exercise Date") on which this Warrant is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above. The Company At such time, the person or persons in whose name or names any certificates for Warrant Shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 ten (10) days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), at its expense, will cause to be issued in the name of of, and deliver to delivered to, the Registered Holder, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable full Warrant Shares as to which this Warrant is so exercised, such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the such 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, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares as to which face of this Warrant is exercised shall be deemed issued on and as minus the sum of the date number of such exercise and the Holder or the person or persons designated shares purchased by the Registered Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantupon such exercise.
Appears in 3 contracts
Samples: Warrant Agreement (Bestnet Communications Corp), Common Stock Purchase Warrant (Bestnet Communications Corp), Common Stock Purchase Warrant (Bestnet Communications Corp)
Exercise. This Warrant may be exercised, in whole or in part, from time to time by the Holder by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, By notification to the Company within ten (10) days after the Offer Notice is given, each Investor may elect to purchase or such person as the Company may have appointed as warrant agentotherwise acquire, at its principal office (or at the office price and on the terms specified in the Offer Notice, up to that portion of such agent)New Securities which equals (x) the aggregate amount or principal amount, accompanied as applicable, of New Securities proposed to be offered and sold by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by (y) the number Investor’s Pro Rata Share. At the expiration of Shares as to which this Warrant is then exercised. The such ten (10) day period, the Company shall cancel this Warrant on any such exercise and(or, if such exercise is partialapplicable, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The cause such Intermediate Holding Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, ) promptly and in any event within 15 two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days thereafterafter an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the Company's expense same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (including x) the payment aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by it (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any applicable issue taxes)sale or issuance, in the name of as applicable, pursuant to this Section 2.3 shall occur at such time and deliver to the Holder, or on such date as the Holder may direct (on payment shall be determined by the Holder Company (in its sole discretion) within the earlier of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of ninety (i90) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as days of the date of such exercise that the Offer Notice is given and the Holder date of initial sale or the person or persons designated issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Holder Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased applicable, pursuant to this Warrant Section 2.3 shall bear a restrictive securities legend similar occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in substance to the one at the head of connection with this WarrantArticle II.
Appears in 3 contracts
Samples: Investors' Rights Agreement (FTAI Infrastructure Inc.), Investors’ Rights Agreement (FTAI Infrastructure LLC), Investors’ Rights Agreement (Fortress Transportation & Infrastructure Investors LLC)
Exercise. This Warrant (a) The Option shall be exercisable during Grantee's lifetime only by Grantee or by his or her guardian or legal representative, and after Grantee's death only by the person or entity entitled to do so under Grantee's last will and testament or applicable intestate law. The Option may only be exercisedexercised by the delivery to the Company of a written notice of such exercise, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price in cash or by check payable to the Company; PROVIDED, HOWEVER, that payment of such aggregate Exercise Price may instead be made, in whole or in part, from time to time by the Holder by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, delivery to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock powers, which delivery effectively transfers to the number of fully paid Company good and nonassessable Shares as valid title to which this Warrant is so exercisedsuch shares, plus, in lieu free and clear of any fractional pledge, commitment, lien, claim or other encumbrance (such shares to which be valued on the Holder would otherwise be entitled, cash equal to such fraction multiplied by basis of the greater of aggregate Fair Market Value (ias defined in the Plan) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued thereof on and as of the date of such exercise and exercise), provided that the Holder Company is not then prohibited from purchasing or the person or persons designated acquiring such shares of Common Stock.
(b) If required by the Holder Company, at the time of exercise, Grantee shall give to the Company satisfactory assurance in writing, signed by Grantee or his or her legal representative, as therein provided the case may be, that such shares are being purchased for investment only and not with a view to the distribution thereof; provided, however, that such assurance shall thereupon be deemed inapplicable to (i) any sale of such shares by Grantee subject to a registration statement covering such sale, which has heretofore been (or may hereafter be) filed and become effective under the Securities Act of 1933, as amended (the "Securities Act"), and is current and with respect to which no stop order suspending the effectiveness thereof has been issued, and (ii) any other sale of such shares with respect to which, in the opinion of counsel for the Company, such assurance is not required to be given in order to comply with the owner or owners provisions of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this WarrantSecurities Act.
Appears in 3 contracts
Samples: Incentive Stock Option Agreement (Lithia Motors Inc), Non Qualified Stock Option Agreement (Lithia Motors Inc), Incentive Stock Option Agreement (Lithia Motors Inc)
Exercise. This Warrant (a) During the period that the Option is exercisable, it may be exercisedexercised in full or in part by the Grantee or his guardian, assignee or legal representative, and, in whole or in partthe event of the Grantee's death, from time to time by the Holder person or persons to whom the Option was transferred by assignment, will or the laws of descent and distribution, by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf mailing written notice of the Holder, exercise to the Company or such Secretary of LHI. The written notice shall be signed by the person as entitled to exercise the Company may have appointed as warrant agent, at its principal office (or at Option and shall specify the office address and Social Security number of such agent)person. If any person other than the Grantee purports to be entitled to exercise all or any portion of the Option, the written notice shall be accompanied by proof, satisfactory to the Secretary of LHI, of that entitlement.
(b) Subject to the provisions of subsection (c) hereof, the written notice shall be accompanied by full payment of the exercise price for the shares as to which the Option is exercised either (i) in cash or cash equivalents, (ii) in shares of LHI common stock evidenced by certified certificates either endorsed or bank checkwith stock powers attached transferring ownership to LHI, payable with an aggregate Fair Market Value (as defined in the Plan) equal to said exercise price on the date the written notice is received by the Secretary, or (iii) in any combination of cash or cash equivalents and such shares; provided that any shares of LHI common stock tendered in payment of all or any part of the exercise price must, if they are shares acquired by the Grantee through an exercise of the Option, have been owned for more than six (6) months prior to the order subject Option exercise.
(c) In lieu of payment of the Companyexercise price by way of delivery of certificate(s) evidencing shares of LHI common stock, in the Grantee may furnish a notarized statement reciting the number of shares being purchased under the Option and the number of LHI shares owned by the Grantee which could be freely delivered as payment; provided that if the certificate refers to any shares acquired through an aggregate amount equal exercise of the Option, then such shares must have been owned for more than six (6) months prior to the Purchase Price subject Option exercise in order to be considered eligible to be freely delivered as then adjusted multiplied payment. If the Grantee furnishes such a statement in payment of the exercise price, he will be issued a certificate for new shares representing the number of shares as to which the Option is exercised, less the number of shares described in the notarized statement as constituting payment under the Option.
(d) In the event the Grantee pays the Option exercise price by delivery of a notarized statement of ownership, as described in subsection (c) next above, the number of shares remaining subject to the Option shall be reduced not only by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any shares issued upon exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment Option but also by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid previously owned shares listed on the notarized statement of ownership and nonassessable Shares deemed to be surrendered as to which this Warrant is so exercised, plus, in lieu payment of any fractional shares to which the Holder would otherwise exercise price.
(e) The written notice of exercise will be entitled, cash equal to such fraction multiplied by effective and the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised Option shall be deemed issued exercised to the extent specified in the notice on and as the date that the written notice (together with required accompaniments respecting payment of the date of such exercise and the Holder or the person or persons designated price) is received by the Holder as therein provided shall thereupon be deemed to be the owner or owners Secretary of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one LHI at the head of this Warrantits then executive offices during regular business hours.
Appears in 3 contracts
Samples: Stock Option Agreement (Lab Holdings Inc), Stock Option Agreement (Seafield Capital Corp), Stock Option Agreement (Lab Holdings Inc)
Exercise. This Warrant may be exercised, in whole or in part, from time to time by the Holder by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf All Transfers of the Holder, Shares to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or Drag-Along Transferee pursuant to this Section 3 shall be consummated simultaneously at the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order offices of the Company, in an aggregate amount equal to unless the Purchase Price as then adjusted multiplied by Drag-Along Sellers elect otherwise, on the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater later of (i) a Business Day not less than ten (10) or more than sixty (60) days after the then fair market value of Drag-Along Notice is received by such shares Required Sellers and the Company or (ii) the Purchase Price third Business Day following receipt of all material Governmental Approvals, or at such other time and/or place as then adjustedeach of the parties to such Transfers may agree. Any The delivery of stock certificates shall be made on such date, against payment of the purchase price for such Shares, duly endorsed for Transfer or with duly executed stock powers or similar instruments, or such other instrument of Transfer of such Shares as may be reasonably requested by the Drag-Along Sellers and the Company, with all stock transfer taxes paid and stamps affixed. Each Required Seller shall receive the same form and amount of consideration received by the Drag-Along Sellers per Share. To the extent that the Parties (or any successors thereto) are to provide any indemnification or otherwise assume any other post-closing liabilities, the Drag-Along Sellers and all Required Sellers selling Shares in a transaction under this Section 3 shall do so severally and not jointly (and on a pro rata basis in accordance with the Shares being sold by each) and their respective potential liability thereunder shall not exceed the proceeds received. Furthermore, each Required Seller shall only be required to give customary representations and warranties, including title to Shares conveyed, legal authority and capacity, and non-contravention of other agreements to which this Warrant it is exercised a party, with respect to which indemnification or other post-closing liabilities shall be deemed issued on several and not joint (and only as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at representations and warranties given by such Required Seller) and their respective potential liability thereunder shall not exceed the head of proceeds received; provided, that in connection with such transaction no Investor shall be required to enter into any non-competition agreement. Each Required Seller shall be required to enter into any instrument, undertaking or obligation necessary or reasonably requested and deliver all documents necessary or reasonably requested in connection with such sale (as specified in the Drag-Along Notice) in connection with this WarrantSection 3.
Appears in 3 contracts
Samples: Stockholders Agreement (Amc Entertainment Inc), Stockholders Agreement (Amc Entertainment Inc), Stockholders Agreement (Marquee Holdings Inc.)
Exercise. This Warrant Subject to stockholder approval within twelve months of the -------- Date of Grant and subject also to Section 8 hereof, the Option shall be exercisable, in full or in part, at any time and from time to time after the date the Option is so approved by the stockholders of the Company and prior to the Expiration Date (unless earlier terminated pursuant to Section 2, but subject to Section 8(c)). The Option shall be exercisable during Optionee's lifetime only by Optionee, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercisedexercised by the delivery to the Company of a written notice of such exercise, which notice shall specify the number of Option Shares to be purchased (the "PURCHASED SHARES") and the aggregate ---------------- Exercise Price for such shares (the "EXERCISE NOTICE"), together with payment in --------------- full of such aggregate Exercise Price in cash or by check payable to the Company; provided, however, that payment of such aggregate Exercise Price may instead be made, in whole or in part:
(i) with the prior approval of the Committees, from time to time by the Holder by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, delivery to the Company or of a promissory note in a form and amount satisfactory to the Board, provided that the principal amount of such person as note shall not exceed the excess of such aggregate Exercise Price over and above the aggregate par value of the Purchased Shares; or
(ii) with prior approval of the Committees, by the delivery to the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock powers, which delivery effectively transfers to the number of fully paid Company good and nonassessable Shares as valid title to which this Warrant is so exercisedsuch shares, plus, in lieu free and clear of any fractional pledge, commitment, lien, claim or other encumbrance (such shares to which be valued on the Holder would otherwise be entitled, cash equal to such fraction multiplied by basis of the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued aggregate Fair Market Value thereof on and as of the date of such exercise and exercise), provided that the Holder or the person or persons designated Company is not then prohibited by the Holder as therein provided shall thereupon be deemed to be the owner terms of any contractual obligation or owners of record thereof. Shares legal restriction from purchasing or acquiring such shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this WarrantStock.
Appears in 3 contracts
Samples: Stock Option Agreement (Thousand Trails Inc /De/), Stock Option Agreement (Thousand Trails Inc /De/), Stock Option Agreement (Shaw William J)
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrender of this Warrant, together Warrant (with an Election to Purchase in the form Notice of Exercise Form attached hereto properly completed and duly executed by or on behalf such Registered Holder) at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, in of an aggregate amount equal to the Purchase then applicable Exercise Price as then adjusted multiplied by the number of Warrant Shares as then being purchased upon such exercise.
(b) 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 is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above. The Company At such time, the person or persons in whose name or names any certificates for Warrant Shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to certificates.
(1) Within three (3) business days after the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of the purchase right represented by this Warrant, and in any event within 15 days thereafter, the Company at the Company's its expense (including the payment by it of any applicable issue taxes), will use its best efforts to cause to be issued in the name of of, and deliver delivered to, the Registered Holder, or, subject to the Holderterms and conditions hereof, to such other individual or entity as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(1) a certificate or certificates for the number of fully paid and nonassessable full shares of Warrant Shares as to which this Warrant is so exercised, such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the such Registered Holder would otherwise be entitled, cash equal in an amount determined pursuant to Section 3 hereof, and
(2) in case such fraction multiplied by exercise is in part only, a new Warrant or Warrants (dated the greater date hereof) of (i) like tenor, stating on the then fair market value face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares or (ii) purchased by the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of Registered Holder upon such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed in subsection 1(a) above (prior to be the owner or owners of record thereof. Shares of Common Stock purchased any adjustments made thereto pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head provisions of this Warrant).
Appears in 2 contracts
Samples: Warrant Agreement (Tii Industries Inc), Warrant Agreement (Tii Industries Inc)
Exercise. This Warrant (a) Each of the Warrants may be exercisedexercised at any time or from time to time on or after the Closing Date and prior to the earlier of (i) six (6) years from the date the Note is paid in full or (ii) ten (10) years from the date hereof, on any day that is a Business Day, for all or any part of the number of Issuable Warrant Shares purchasable upon its exercise. In order to exercise any Warrant, in whole or in part, from time to time by the Holder by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, will deliver to the Company or such person as at the address designated by the Company may have appointed as warrant agentpursuant to Section 6.06, at its principal office (or at the office x) a written notice of such agent)Holder's election to exercise its Warrant, accompanied by which notice will specify the number of Issuable Warrant Shares to be purchased pursuant to such exercise, (y) payment in cash or by certified or bank check, payable to the order of the CompanyExercise Price, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by aggregate purchase price for all Issuable Warrant Shares to be purchased pursuant to such exercise, and (z) the number Warrant. Such notice will be substantially in the form of Shares as to which this Warrant is then exercisedthe Subscription Form appearing at the end of the Warrants. The Company shall cancel this Warrant on any Upon receipt of such exercise andnotice, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon promptly as practicable after any exercise of this Warrantpracticable, and in any event within 15 days thereafter, at the Company's expense ten (including the payment by it 10) Business Days (or such longer period of time as is reasonably necessary to complete any applicable issue taxesrequired calculations or determinations), execute, or cause to be executed, and deliver to such Holder a certificate or certificates representing the aggregate number of full shares of Common Stock and Other Securities issuable upon such exercise, as provided in this Agreement. The stock certificate or certificates so delivered will be in such denominations as may be specified in such notice and will be registered in the name of such Holder, or such other name as designated in such notice. Warrants will be deemed to have been exercised, such certificate or certificates will be deemed to have been issued, and such Holder or any other Person so designated or named in such notice will be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the Exercise Price and the Warrant, is received by the Company. If the Warrant has been exercised in part, the Company will, at the time of delivery of such certificate or certificates, deliver to such Holder a new Warrant evidencing the rights of such Holder to purchase a number of Issuable Warrant Shares with respect to which the Warrant has not been exercised, which new Warrant will, in all other respects, be identical with the Warrants, or, at the request of such Holder, appropriate notation may be made on the Warrant and the Warrant returned to such Holder.
(b) Payment of the Exercise Price will be made, at the option of the Holder, by (i) company or individual check, certified or official bank check, (ii) cancellation of any debt and/or accrued interest owed by the Company to the Holder, or as (iii) cancellation of Warrant Shares, valued at Fair Market Value (but no Appraised Value shall be required for purposes of this calculation). If the Holder may direct (on payment surrenders a combination of cash or cancellation of any debt owed by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as Company to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by Warrants, the Holder as therein provided shall thereupon be deemed to be will specify the owner or owners respective number of record thereof. Shares shares of Common Stock to be purchased pursuant with each form of consideration, and the foregoing provisions will be applied to this each form of consideration with the same effect as if the Warrant shall bear were being separately exercised with respect to each form of consideration; provided, however, that a restrictive securities legend similar Holder may designate that any cash to be remitted to a Holder in substance payment of debt be applied, together with other monies, to the one at exercise of the head portion of this Warrantthe Warrant being exercised for cash; provided further, that so long as any amounts due under the Note remain outstanding, Holder will first apply such outstanding debt due under the Note towards the cost of exercising Warrants before applying any value in Warrants or Warrant Shares towards such exercise cost, but only if, such priority does not result in a greater tax liability than if Holder applied such outstanding debt due under the Note towards the cost of exercising Warrants after applying any value in Warrants or Warrant Shares towards such exercise cost.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Valuestar Corp), Warrant Purchase Agreement (Seacoast Capital Partners LTD Partnership)
Exercise. This Warrant (a) During the period that the Option is exercisable, it may be exercisedexercised in full or in part by the Grantee or his guardian or legal representative, and, in whole or in partthe event of the Grantee's death, from time to time by the Holder person or persons to whom the Option was transferred by will or the laws of descent and distribution, by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf mailing written notice of the Holder, exercise to the Company or such Secretary of SLH. The written notice shall be signed by the person as entitled to exercise the Company may have appointed as warrant agent, at its principal office (or at Option and shall specify the office address and Social Security number of such agent)person. If any person other than the Grantee purports to be entitled to exercise all or any portion of the Option, the written notice shall be accompanied by proof, satisfactory to the Secretary of SLH, of that entitlement.
(b) Subject to the provisions of subsections (d) and (e) hereof, the written notice shall be accompanied by full payment of the exercise price for the shares as to which the Option is exercised either (i) in cash or cash equivalents, (ii) in shares of SLH common stock evidenced by certified certificates either endorsed or bank checkwith stock powers attached transferring ownership to SLH, payable with an aggregate Fair Market Value (as defined in the Plan) equal to said exercise price on the date the written notice is received by the Secretary, or (iii) in any combination of cash or cash equivalents and such shares.
(c) Notwithstanding the provisions of subsection (b) next above, shares acquired through the exercise of an Incentive Stock Option granted the Plan may be used as payment at exercise hereunder only if such shares have been held for at least 12 months following such acquisition.
(d) In lieu of payment of the exercise price by way of delivery of certificate(s) evidencing shares of SLH common stock, the Grantee may furnish a notarized statement reciting the number of shares being purchased under the Option and the number of SLH shares owned by the Grantee which could be freely delivered as payment. If the Grantee furnishes such a statement in payment of the exercise price, he will be issued a certificate for new shares representing the number of shares as to which the Option is exercised, less the number of shares described in the notarized statement as constituting payment under the Option.
(e) In lieu of payment of the exercise price in cash, shares of SLH common stock, or by delivery of a statement of ownership pursuant to subsection (d) next above, a Grantee may pay the exercise price for shares as to which the Option is exercised by surrendering his right to exercise a portion of the Option equal in value to said exercise price. The Grantee would then receive a certificate for the number of shares issuable pursuant to the order Grantee's exercise of the CompanyOption, in reduced by a number of shares with an aggregate amount Fair Market Value equal to the Purchase Price exercise price, which latter number of shares would be deemed purchased pursuant to the exercise of the Option and thus no longer available under the Plan.
(f) In the event the Grantee pays the Option exercise price by delivery of a notarized statement of ownership or by surrendering his right to exercise a portion of the Option, as then adjusted multiplied described in subsections (d) and (e) next above, the number of shares remaining subject to the Option shall be reduced not only by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any shares issued upon exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment Option but also by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid previously owned shares listed on the notarized statement of ownership and nonassessable Shares deemed to be surrendered as to which this Warrant is so exercisedpayment of the exercise price or, plusas applicable, by the number of shares in lieu of any fractional shares to connection with which the Holder would otherwise Grantee has surrendered his right to exercise the Option.
(g) The written notice of exercise will be entitled, cash equal to such fraction multiplied by effective and the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised Option shall be deemed issued exercised to the extent specified in the notice on and as the date that the written notice (together with required accompaniments respecting payment of the date of such exercise and the Holder or the person or persons designated price) is received by the Holder as therein provided shall thereupon be deemed to be the owner or owners Secretary of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one SLH at the head of this Warrantits then executive offices during regular business hours.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (SLH Corp), Stock Option Agreement (SLH Corp)
Exercise. This Warrant may be exercised, in whole or in part, from time to time exercised by the Holder by delivering this Warranthereof (but only on the conditions hereinafter set forth) as to all or any increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company at the following address: HeadXxxxxx.XXX, Xxc., 6410 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000; Xxtention: Warrxx Xxxx, xx such other address as the Company shall designate in a written notice to the Holder hereof, together with an Election to Purchase in the form attached hereto properly completed this Warrant and duly executed by or on behalf of the Holder, a check payable to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office wire transfer of such agent), accompanied by payment in cash or by certified or bank check, payable funds to the order Company) for the aggregate purchase price of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercisedso purchased. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any Upon exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within 15 fifteen (15) days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of execute and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), this Warrant a certificate or certificates for the total number of fully paid and nonassessable whole Shares as to for which this Warrant is so exercisedbeing exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, plus, in lieu of any fractional shares to which the Holder would otherwise shall be entitled, cash equal entitled to such fraction multiplied by receive a new Warrant covering the greater number of (i) the then fair market value Shares in respect of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall not have been exercised, which new Warrant shall in all other respects be deemed issued on identical to this Warrant. The Company covenants and as agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the date issuance of such exercise and the Holder this Warrant or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners issuance of record thereof. any Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head upon exercise of this Warrant.
Appears in 2 contracts
Samples: Stock Purchase Warrant (Headhunter Net Inc), Stock Purchase Warrant (Headhunter Net Inc)
Exercise. This Warrant (a) The Class A Warrants in denominations of one or whole number multiples thereof may be exercisedexercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Class A Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in whole or in partSections 5 and 9 hereof). A Class A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, from time to time with the exercise form thereon duly executed by the Registered Holder by delivering this Warrantthereof or his attorney duly authorized in writing, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified check made payable to the Company of an amount in lawful money of the United States of America equal to the applicable Purchase Price, have been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable, on or bank checkafter the Exercise Date, the Warrant Agent, on behalf of the Company, shall cause to be issued to the person, or persons entitled to receive the same, a Common Stock certificate, or certificates, for the shares of Common Stock deliverable upon such exercise, The Warrant Agent shall deliver the same to the person, or persons entitled thereto. Upon the exercise of any Class A Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise, and subject to Section 4(b) hereof, shall cause all payments in cash, or by check made payable to the order of the Company, in an aggregate amount equal to respect of the Purchase Price as then adjusted multiplied by to be deposited promptly in the number of Shares as Company's bank account, or delivered to which this Warrant is then exercised. the Company.
(b) The Company shall cancel this Warrant on not be obligated to issue any such fractional share interests or fractional warrant interests upon the exercise and, if such exercise is partial, shall issue and deliver to the Holder a new of any Class A Warrant, of like tenderor Warrants, with respect nor shall it be obligated to the Shares as to which this Warrant has not then been exercised. The Company will, issue scrip or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, pay cash in lieu of any fractional shares to which the Holder would otherwise be entitled, cash interests. Any fraction equal to such fraction multiplied by the or greater of than one-half (i1/2) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance rounded up to the one at next full share or Class A Warrant, as the head of this Warrantcase may be.
Appears in 2 contracts
Samples: Warrant Agreement (H Quotient Inc), Warrant Agreement (H Quotient Inc)
Exercise. This The purchase rights set forth in this Warrant may be exercisedare exercisable by the Warrantholder, in whole or in part, at any time, or from time to time time, prior to the expiration of the term set forth in Section 2, by tendering to the Holder by delivering this Warrant, together with an Election to Purchase Company at its principal office a notice of exercise in the form attached hereto properly to the Credit Agreement as Exhibit I (the “Notice of Exercise”), duly completed and duly executed by or on behalf executed. Promptly upon receipt of the HolderNotice of Exercise and the payment of the Purchase Price in accordance with the terms set forth below, and in no event later than three (3) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached to the Credit Agreement as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases, if any. Except as provided in the following sentence, 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 the paragraph above. Notwithstanding the foregoing, if an exercise of all or such person as the Company may have appointed as warrant agentany portion of this Warrant is being made in connection with (i) a proposed Acquisition, at its principal office (ii) a proposed issuance or at the office of such agent)sale of, accompanied by payment or dividend or distribution in cash respect of, capital stock or by certified or bank check, payable to the order any other securities of the Company, or (iii) a proposed transfer of capital stock or other securities of the Company, then, at the election of the Warrantholder, such exercise may be conditioned upon the consummation of such public offering, Acquisition, issuance, sale, dividend, distribution or transfer, in an aggregate amount equal which case (A) such exercise shall be effective concurrently with the consummation of such public offering, Acquisition, issuance, sale, dividend, distribution or transfer, and (B) appropriate modifications will be made to the Notice of Exercise to reflect the conditionality specified in this sentence. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Warrant and, if applicable, an amended Warrant representing the remaining number of shares purchasable hereunder, as then adjusted multiplied by determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue Common Stock in accordance with the following formula: X = Y(A-B) A Where: X = the number of Shares as shares of Common Stock to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver be issued to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercisedWarrantholder. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for Y = the number of fully paid and nonassessable Shares as shares of Common Stock requested to which be exercised under this Warrant is so exercised, plus, in lieu of any fractional shares to which Warrant. A = the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of one (1) share of Common Stock at the time of issuance of such shares or (ii) of Common Stock. B = the Purchase Price as then adjustedExercise Price. Any Shares as to which this Warrant is exercised shall be deemed issued on and as For purposes of the date above calculation, current fair market value of such exercise and Common Stock shall mean with respect to each share of Common Stock:
(i) if the Holder or Common Stock is traded on a securities exchange, the person or persons designated by the Holder as therein provided fair market value shall thereupon be deemed to be the owner or owners average of record thereof. Shares the closing prices over a five (5) day period ending three days before the day the current fair market value of one (1) share of Common Stock purchased is being determined; or
(ii) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending three days before the day the current fair market value of one (1) share of Common Stock is being determined; or
(iii) if at any time the Common Stock is not listed on any securities exchange or quoted in The NASDAQ Stock Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors, unless the Company shall become subject to an Acquisition, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of Common Stock pursuant to this such Acquisition. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Warrant representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Warrant shall bear a restrictive securities legend similar in substance be identical to those contained herein, including, but not limited to the one at the head of this WarrantEffective Date hereof.
Appears in 2 contracts
Samples: Warrant Agreement (Identiv, Inc.), Warrant Agreement (Identiv, Inc.)
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, only during the Exercise Period, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit A duly executed by or on behalf such Registered Holder, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, in an aggregate amount equal to of the Purchase Price as then adjusted multiplied by payable in respect of the number of Shares as to which shares of Warrant Stock purchased upon such exercise. This Warrant shall be vested on the date hereof.
(b) Each exercise of this Warrant is then exercisedshall be deemed to have been effected immediately prior to the close of business on the day on which the Warrant shall have been surrendered to the Company as provided in Subsection 1(a) above. The Company At such time, the person or persons in whose name or names any certificates for Warrant Stock shall cancel this Warrant on any be issuable upon such exercise and, if as provided in Subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 three (3) business days thereafter, the Company at the Company's its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of of, and deliver delivered to, the Registered Holder, or, subject to the Holderterms and conditions hereof, or as the such Registered Holder may direct (on upon payment by the such Registered Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable Shares as full shares of Warrant Stock to which this Warrant is so exercised, such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the such 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, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares as to which face of this Warrant is exercised shall be deemed issued on and as of Warrant, less the date number of such exercise and the Holder or the person or persons designated shares of Warrant Stock purchased by the Registered Holder upon such exercise as therein provided shall thereupon be deemed to be in Subsection 1(a) above.
(d) Unless registered under the owner or owners Securities Act of record thereof. Shares of Common 1933, as amended (the "Act"), each certificate for Warrant Stock purchased pursuant to upon exercise of this Warrant shall bear a restrictive legend as follows, unless the Warrant Stock has been registered under the Act: "The securities legend similar in substance represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the one at Act, or pursuant to an exemption from registration under the head of this WarrantAct and applicable state law."
Appears in 2 contracts
Samples: Warrant Agreement (Power Efficiency Corp), Warrant Agreement (Power Efficiency Corp)
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrender of this Warrant, together Warrant (with an Election to Purchase in the form Notice of Exercise Form attached hereto properly completed and duly executed by or on behalf such Registered Holder) at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, in of an aggregate amount equal to the Purchase then applicable Exercise Price as then adjusted multiplied by the number of Warrant Shares as then being purchased upon such exercise.
(b) 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 is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above. The Company At such time, the person or persons in whose name or names any certificates for Warrant Shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to certificates.
(c) Within three business days after the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of the purchase right represented by this Warrant, and in any event within 15 days thereafter, the Company at the Company's its expense (including the payment by it of any applicable issue taxes), will use its best efforts to cause to be issued in the name of of, and deliver delivered to, the Registered Holder, or, subject to the Holderterms and conditions hereof, to such other individual or entity as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable full shares of Warrant Shares as to which this Warrant is so exercised, such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the such Registered Holder would otherwise be entitled, cash equal in an amount determined pursuant to Section 3 hereof, and
(ii) in case such fraction multiplied by exercise is in part only, a new Warrant or Warrants (dated the greater date hereof) of (i) like tenor, stating on the then fair market value face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares or purchased by the Registered Holder upon such exercise as provided in subsection 1(a) above (iiprior to any adjustments made thereto pursuant to the provisions of this Warrant).
(d) The Company shall not be required upon the Purchase Price as then adjusted. Any Shares as to which exercise of this Warrant is exercised to issue any fractional shares, but shall be deemed issued make an adjustment thereof in cash on and the basis of the last sale price (as defined in Section 3) of the Company's Common Stock on the trading day immediately prior to the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantexercise, applicable.
Appears in 2 contracts
Samples: Warrant Agreement (Kirlin Holding Corp), Warrant Agreement (Kirlin Holding Corp)
Exercise. This Warrant The Option shall be exercisable during Optionee’s lifetime only by Optionee, his guardian or legal representative or a transferee described in paragraph 5, above, and after Optionee’s death, only by the person or entity entitled to do so under Optionee’s last will and testament, testamentary trust, applicable intestate law, or a transferee described in paragraph 5, above. The Option shall be exercised by delivering to the Company a written notice (the “Exercise Notice”) of such exercise, which Exercise Notice shall be in a form reasonably satisfactory to the Company and shall specify the number of Shares to be purchased (the “Purchased Shares”) and the aggregate purchase price as determined in accordance with the terms of this Option Agreement (the “Aggregate Price”), and (b) within five (5) days following the delivery of the Exercise Notice (the "Payment Date") making payment in full of the Aggregate Price and withholding required under Paragraph 8, hereof. Payment of the Aggregate Price shall be in cash or by wire transfer or check payable to the Company; provided, however, that payment of the Aggregate Price may instead be exercisedmade, in whole or in part, from time to time by the Holder by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, delivery to the Company on or before the Payment Date of a certificate or certificates representing Shares with a Fair Market Value equal to that portion of the Aggregate Price being paid for with such Shares (or if Shares of the Company are not then evidenced by certificates, other documents reasonably satisfactory to the Company) accompanied by duly executed powers of attorney to transfer the Shares, which delivery effectively transfers to the Company good and valid title to such Shares, free and clear of any pledge, commitment, lien, claim or other encumbrance, provided that:
(a) the Company is not then prohibited from purchasing or acquiring such Shares of the Company by law or any judgment, decree, order or agreement to which it is subject or by which it is bound; and
(b) if such Shares were issued upon exercise of an option, they have been held by Optionee for at least six (6) months from the date of issuance or such person shorter period as the Company may have appointed shall permit. Subject to paragraph 17 hereof, promptly as warrant agentpracticable following the timely receipt of the Aggregate Price and the withholding payment required under paragraph 8, at the Company shall record in its principal office (or at books and records the office issuance of such agent), accompanied by payment in cash or by certified or bank check, payable the Shares to the order Optionee and, if Shares of the CompanyCompany are then evidenced by certificates, the Company shall issue a certificate in an aggregate amount equal to the Purchase Price as then adjusted multiplied by name of the Optionee representing the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver issued to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any Optionee upon exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this WarrantOption.
Appears in 2 contracts
Samples: Employee Option Agreement (Second Sight Medical Products Inc), Executive Officer Option Agreement (Second Sight Medical Products Inc)
Exercise. This Warrant Option shall be exercisable when and to the extent vested in accordance with Section 1. Each election to exercise this Option shall be in writing, signed by the Participant or the Participant’s executor or administrator or the person or persons to whom this Option is transferred by will or the applicable laws of descent and distribution (collectively, the “Option Holder”), and received by the Company at its principal office, accompanied by this certificate and payment in full as provided in the Plan. Subject to the further terms and conditions provided in the Plan, the Option Price may be exercised, paid as follows: (a) by delivery of cash or check acceptable to the Committee; (b) in whole Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased; provided that such Shares have been held by the Participant for no less than six months (or in part, such other period as established from time to time by the Holder by delivering this WarrantCommittee); (c) partly in cash and partly in such Shares; (d) if there is a public market for the Shares at such time, together with an Election through delivery of irrevocable instructions to Purchase in a broker to sell Shares obtained upon the form attached hereto properly completed and duly executed by or on behalf exercise of the Holder, Option and to deliver promptly to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office an amount out of proceeds of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount sale equal to the Purchase aggregate Option Price for the Shares being purchased; or (e) through net settlement in Shares. In the event this Option is exercised by an Option Holder other than the Participant, the Company will be under no obligation to deliver Shares hereunder unless and until it is satisfied as then adjusted multiplied to the authority of the Option Holder to exercise this Option. The Option Holder may elect to satisfy applicable minimum tax withholding requirements by having the Company withhold from the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant shares of Stock that otherwise would be delivered on any such exercise and, if such exercise is partial, shall issue and deliver that number of shares of Stock having an aggregate Fair Market Value equal to the Holder a new Warrant, of like tender, with respect amount required to satisfy minimum tax withholding requirements. Any fractional shares required to be withheld to satisfy such obligation(s) shall be rounded up to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and next whole share with the excess withheld amount payable in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver cash to the Option Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrant.
Appears in 2 contracts
Samples: Stock Option Award Agreement (K2m Group Holdings, Inc.), Stock Option Award Agreement (K2m Group Holdings, Inc.)
Exercise. (A) This Warrant may be exercisedexercised in whole or in part at any time and from time to time from and after the date hereof until the termination of the Term (as defined in Section 3 hereof), by delivery to the Company at its principal executive offices of: (i) this Warrant, (ii) the Purchase Form attached hereto as Exhibit A duly completed and executed by the Holder or a permitted assignee, (iii) payment of the purchase price of the Warrant Shares in accordance with Section 2 below, (iv) if the person to whom the Warrant Shares is a permitted assignee, a duly certified copy of the assignment agreement between the Holder and the permitted assignee in a form reasonably acceptable to the Company and (v) if the Holder is not already a party thereto, a shareholders agreement, in any, and such other agreements as may be reasonably requested by the Company (collectively, the “Stockholders Agreements”), as each may be amended from time to time. In lieu of issuing fractional shares of Common Stock upon exercise of this Warrant, the Company shall round down to the next whole number of shares. The Warrant Shares so purchased shall be issued to the Holder as the record and beneficial owner of such Warrant Shares.
(B) In addition, the Holder will have the option to exercise this Warrant in conjunction with an Acquisition or any other event where the Holder would have the opportunity to sell some or all of the Warrant Shares, subject to this Warrant (a “Liquidity Event”) or to require the Company to redeem this Warrant immediately prior to the consummation of such Acquisition or Liquidity Event, in either case on a net exercise basis, with the gross value of this Warrant (prior to the netting out of the exercise price) equal to the amount the Holder would have received in such Acquisition or Liquidity Event if it had exercised this Warrant immediately prior to such Acquisition or Liquidity Event and had thereby participated in such Acquisition or Liquidity Event. In connection with an Acquisition or Liquidity Event in which the Holder has the opportunity to sell less than all of the Warrant Shares, as applicable, subject to this Warrant, the option and mechanism described herein shall apply to the extent the Holder elects to participate and any remaining Warrant Shares, that the Holder does not have the opportunity to sell shall continue to be subject to this Warrant.
(C) 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 with the purchase price of the Warrant Shares in accordance with Section 1(A) above. At such time, the Holder and/or any permitted assign(s) in whose names any Warrant Shares shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares. As soon as practicable after the exercise of this Warrant in whole or in part, from time to time by the Holder by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 five (5) days thereafter, the Company at its expense will cause to be issued:
(i) in the Company's expense name of and delivered to the Holder or its permitted assign(s) as set forth on the Purchase Form, the number of whole Warrant Shares to which such Holder shall be entitled upon such exercise, and
(including the payment by it of any applicable issue taxes)ii) in case such exercise is in part only, in the name of and deliver delivered to the Holder, Holder and/or its permitted assigns a new warrant or as the Holder may direct warrants (on payment by the Holder of any applicable transfer taxes same terms and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid conditions as are set out herein and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and dated as of the date hereof) for that number of Warrant Shares equal to the number of such exercise and Warrant Shares subject to this Warrant (without giving effect to any adjustment herein) minus the Holder or the person or persons designated number of Warrant Shares purchased (without giving effect to any adjustment herein) by the Holder as therein provided and/or its permitted assigns upon such exercise. The Holder acknowledges that no fractional shares of Warrant Shares shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head issued upon exercise of this Warrant.
Appears in 2 contracts
Samples: Warrant Agreement (Accelerize Inc.), Warrant Agreement (Accelerize Inc.)
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit I duly executed by the Registered Holder or on behalf by the Registered Holder’s duly authorized attorney, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, in an aggregate amount equal to of the Purchase Price as then adjusted multiplied by payable in respect of the number of Warrant Shares as purchased upon such exercise.
(b) 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 is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). The Company At such time, the person or persons in whose name or names any certificates for Warrant Shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 10 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), at its expense, will cause to be issued in the name of of, and deliver to delivered to, the Registered Holder, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable full Warrant Shares as to which this Warrant is so exercised, the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the 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, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or called for on the face of this Warrant minus the sum of (iia) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date number of such exercise and the Holder or the person or persons designated shares purchased by the Registered Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantupon such exercise.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Brainstorm Cell Therapeutics Inc), Common Stock Purchase Warrant (Brainstorm Cell Therapeutics Inc)
Exercise. (a) This Warrant may be exercisedexercised by the Holder hereof (but only on the conditions hereinafter set forth) as to all or any increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company at the following address: 00 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 or such other address as the Company shall designate in whole a written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check or (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the Holder shall have the right (the "Conversion Right") to convert this Warrant or any portion thereof into shares of Common Stock as provided in part, this Section at any time or from time to time by prior to its expiration. In lieu of exercising this Warrant for cash, the Holder may elect to surrender a portion of this Warrant for conversion and to receive shares of Common Stock equal to the value of this Warrant (or the portion being cancelled, surrendered and converted) by delivering surrender of this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, Warrant to the Company or together with notice of such person as election. Upon such event, the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, number of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise shares of this Warrant, and in any event within 15 days thereafter, at the Company's expense Common Stock computed by using the following formula: X = Y (including A - B) ---------- A Where: X = the payment by it number of any applicable issue taxes), in the name shares of and deliver Common Stock to be issued to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for ; Y = the number of fully paid and nonassessable Shares as shares of Common Stock to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal purchased under this Warrant; A = the Fair Market Value of one share of the Common Stock; and B = the Exercise Price of the Warrant (as adjusted to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantcalculation).
Appears in 1 contract
Samples: Stock Purchase Warrant (Dynagen Inc)
Exercise. This (1) Subject to the limitation set forth in paragraph 4.1(2), holders of Warrants may at any time prior to the Expiry Time exercise the right thereby conferred to be issued Common Shares by surrendering to the Warrant Agent at its principal offices in Vancouver, British Columbia, or to any other person or at any other place designated by Crystallex with the approval of the Warrant Agent, during normal business hours on a business day at such place:
(a) a certified cheque or bank draft payable to Crystallex in the amount of the Exercise Price;
(b) such documentation as may be exercised, in whole or in part, from time required to time by satisfy the Holder by delivering this Warrant, together with an Election to Purchase restrictive legend on the Warrant Certificates;
(c) the Warrant Certificate evidencing such warrants; and
(d) a duly completed and executed notice of exercise substantially in the form attached hereto properly completed and duly executed set out in Schedule B to such Warrant Certificate, provided notice is also sent to Crystallex by or on behalf delivering to it a copy of such documents. Notwithstanding the foregoing, a Warrantholder may exercise the warrants by delivering to the Warrant Agent a facsimile transmission of copies of the Holderdocuments referred to in (b) and (c) above and a wire transfer to Crystallex in the amount of the Exercise Price, provided that the originals of each of the documents referred to in (b) and (c) above are received by the Company Warrant Agent or such other person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event be designated herein within 15 three business days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise facsimile transmission and the Holder Exercise Price is received by Crystallex via wire transfer as aforesaid.
(2) Any certified cheque or bank draft, Warrant Certificate or notice of exercise referred to in paragraph 4.1(1) will be deemed to have been surrendered only on personal delivery thereof to, or, if sent by mail or other means of transmission, on actual receipt thereof by, the person Warrant Agent or one of the other persons designated at the office or one of the other places specified in paragraph 4.1(1), provided however that if exercise is made by facsimile transmission as set out in paragraph 4.1(1), the Holder as documentation referred to therein provided shall thereupon will be deemed to be surrendered as at the owner date of the facsimile transmission in the event the original documentation referred to therein is received by the Warrant Agent or owners other person as designated therein within three business days of record thereofthe date of the facsimile transmission. The Warrant Agent shall not be required to deliver certificates representing Common Shares against such facsimile transmission until original documentation referred to therein is received.
(3) Any notice of exercise referred to in paragraph 4.1(1) must be signed by the Warrantholder, or such Warrantholder's executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, acting reasonably, and, if any Common Shares thereby issuable are to be issued to a person or persons other than the Warrantholder, must specify the name or names and the address or addresses of each such person or persons and the number of Common Stock purchased pursuant Shares to this be issued to each such person if more than one is so specified.
(4) The holder of any Warrant Certificate who wishes to exercise the Warrants evidenced by such Warrant Certificate may exercise less than all of such Warrants and in the case of any such partial exercise shall bear be entitled to receive a restrictive securities legend similar Warrant Certificate, in substance form, signed and certified in accordance with the provisions of section 2, evidencing the number of Warrants held by the Warrantholder which remain unexercised. Such Warrant Certificate will be delivered by the Warrant Agent to the one at holder concurrently with the head certificates representing the Common Shares issued on partial exercise of this Warrantsuch holder's Warrants.
Appears in 1 contract
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit I duly executed by or on behalf such Registered Holder, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, of the Exercise Price payable in an aggregate amount equal to the Purchase Price as then adjusted multiplied by respect of the number of Shares as to which shares of Warrant Stock purchased upon such exercise.
(b) Each exercise of this Warrant is then exercisedshall be deemed to have been effected immediately prior to the close of business on the day on which the Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. The Company At such time, the person or persons in whose name or names any certificates for Warrant Stock shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 10 days thereafter, the Company at the Company's its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of of, and deliver delivered to, the Registered Holder, or, subject to the Holderterms and conditions hereof, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable Shares as full shares of Warrant Stock to which this Warrant is so exercised, such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the such 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, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued called for on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head -the face of this Warrant, minus the number of such shares purchased by the Registered Holder upon such exercise as provided in subsection 1(a) above.
Appears in 1 contract
Samples: Warrant Agreement (Dental Medical Diagnostic Systems Inc)
Exercise. This Warrant may be exercisedexercised at any time or from time to time, but only during the period specified in Section 1 of this Warrant, on any day that is a business day, for all or any part of the number of shares of Common Stock purchasable upon its exercise; provided, however, that this Warrant shall be void and all rights represented hereby shall cease unless exercised before the Expiration Date. In order to exercise this Warrant, in whole or in part, from time to time by the Holder by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, hereof shall deliver to the Company or such person as the Company may have appointed as warrant agent, at its principal office at 6922 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, xx at such other office as shall be designated in writing to the Holder by the Company, (or at the office i) a written notice of such agent)Holder's election to exercise this Warrant, accompanied by payment in which notice shall specify the number of shares of Common Stock to be purchased pursuant to such exercise, (ii) cash or by a certified or bank check, cashier's check payable to the order of the Company, Company in an aggregate amount equal to the Purchase Price aggregate purchase price for all shares of Common Stock to be purchased pursuant to such exercise, or in lieu of such payment, an election for cashless exercise as then adjusted multiplied provided herein, and (iii) this Warrant. Such notice may be given 82 by the Subscription Form appearing at the end of this Warrant. Upon receipt thereof, the Company shall, as promptly as practicable, execute or cause to be executed and delivered to such Holder a certificate or certificates representing the aggregate number of Shares full shares of Common Stock issuable upon such exercise. The stock certificates so delivered shall be registered in the name of such Holder or such other person as Holder shall designate. Holder acknowledges that the stock certificates shall bear a restrictive legend comparable to which that appearing on the face of this Warrant. This Warrant shall be deemed to have been exercised and such certificates shall be deemed to have been issued, and the Holder or any other person so designated shall be deemed to have become a holder of record of such shares for all purposes, as of the date said notice, together with payment (or election of cashless exercise) and this Warrant, are received by the Company. If this Warrant is then exercised. The shall have been exercised in part, the Company shall cancel this Warrant on any such exercise andshall, if such exercise is partialat the time of delivery of the stock certificates, shall issue and deliver to the Holder a new Warrant, Warrant evidencing the right of like tender, the Holder to purchase the number of shares of Common Stock with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrant.
Appears in 1 contract
Samples: Merger Agreement (Jfax Com Inc)
Exercise. This (a) METHOD OF EXERCISE, PAYMENT; ISSUANCE OF NEW WARRANT. Subject to Section 1 and subsection (b) hereof, the purchase right represented by this Warrant may be exercisedexercised by the holder hereof, in whole or in part, part and from time to time time, by the Holder by delivering surrender of this Warrant, together Warrant (with an Election to Purchase in the notice of exercise form attached hereto properly completed and as Exhibit A duly executed by or on behalf executed) at the principal office of the Holder, Company and by the payment to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase Warrant Price as then adjusted multiplied by the number of Warrant Shares then being purchased. The person or persons in whose name(s) any certificate(s) representing shares of Common Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the shares represented thereby (and such shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is then exercised. The Company In the event of any exercise of the rights represented by this Warrant, certificates for the shares of Common Stock so purchased shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver be delivered to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, holder hereof as soon as practicable after any exercise of this Warrant, possible and in any event within 15 thirty (30) days thereafterafter such exercise and, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof)unless this Warrant has been fully exercised, a certificate or certificates for new Warrant representing the number portion of fully paid and nonassessable Shares as the Warrant Shares, if any, with respect to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the shall not then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is have been exercised shall also be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantholder hereof as soon as possible and in any event within such thirty (30)-day period.
Appears in 1 contract
Exercise. (a) This Warrant may be exercisedexercised by the Holder, in whole or in part, from time to time by surrendering this Warrant at the Holder by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank check, payable to the order full of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by payable in respect of the number of Warrant Shares purchased upon such exercise in the form of (i) lawful money of the United States, or (ii) delivery of shares of Series B Stock then owned by the Holder valued at their fair market value as determined by (or in a manner approved by) the Board of Directors of the Company in good faith.
(b) 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 is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver have been surrendered to the Company as provided in Section 1(a) above. At such time, the Holder a new Warrant, shall be deemed to have become the holder of like tender, with respect to record of the Warrant Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as represented by such certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 10 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), at its expense, will cause to be issued in the name of of, and deliver to delivered to, the Holder, or as the Holder may direct :
(on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), i) a certificate or certificates for the number of fully paid and nonassessable full Warrant Shares as to which this Warrant is so exercised, the Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the Holder would otherwise be entitled, cash in an amount determined as set forth herein; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares as to which face of this Warrant is exercised shall be deemed issued on and as of minus the date number of such exercise and the Holder or the person or persons designated shares purchased by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantupon such exercise.
Appears in 1 contract
Samples: Warrant (Art Technology Group Inc)
Exercise. (a) This Warrant may be exercised, in whole or in part, from time to time exercised by the Holder by delivering this Warranthereof (but only on the conditions hereinafter set forth) as to all or any increment or increments of the Warrant Shares upon delivery of written notice of intent to exercise to the Company at the Company’s address set forth below its signature below or such other address as the Company shall designate {A0037035.DOC} in a written notice to the Holder hereof, together with an Election to Purchase in the form attached hereto properly completed this Warrant and duly executed by cash or on behalf of the Holder, check payable to the Company or such person as for the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order aggregate Exercise Price of the Company, in an aggregate amount equal to Warrant Shares so purchased (the “Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercisedPrice”). The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any Upon exercise of this Warrant, the Company shall as promptly as practicable, and in any event within 15 fifteen (15) days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of execute and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), this Warrant a certificate or certificates for the total number of fully paid and nonassessable Warrant Shares as to for which this Warrant is so exercisedbeing exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Warrant Shares, plus, in lieu of any fractional shares to which the Holder would otherwise shall be entitled, cash equal entitled to such fraction multiplied by receive a new Warrant covering the greater number of (i) the then fair market value Warrant Shares in respect of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall not have been exercised. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be deemed issued on and as payable in respect of the date issuance of such exercise and the Holder this Warrant or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners issuance of record thereof. any Warrant Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head upon exercise of this Warrant.
(b) For purposes of this Warrant, “Common Stock” means the Common Stock of the Company, and all other securities of any class of classes (however designated) of the Company the holders of which have the right, without limitation as to amount, after payment on any securities entitled to a preference on dividends or other distributions upon any dissolution or winding up, either to all or to a share of the balance of payments upon such dissolution, liquidation or winding up.
Appears in 1 contract
Samples: Assignment of Overriding Royalty Interest (Environmental Energy Services Inc)
Exercise. This Warrant (a) Warrants in denominations of one or whole number multiples thereof may be exercisedexercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in whole or in partthe applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, from time to time provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder by delivering this Warrantthereof or his attorney duly authorized in writing, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by i) payment in cash or by certified or bank check, check made payable to the order Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercisedand (ii) a completed and executed Accredited Investor Certificate. The Company shall cancel this Warrant on any person entitled to receive the securities deliverable upon such exercise and, if shall be treated for all purposes as the holder of such exercise is partial, shall issue and deliver to securities as of the Holder close of business on the Exercise Date. As soon a new Warrant, of like tender, with respect to practicable on or after the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, Exercise Date and in any event within 15 five business days thereafterafter such date, at if one or more Warrants have been exercised, the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver Company shall cause to be issued to the Holder, person or as persons entitled to receive the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), same a Common Stock certificate or certificates for the number shares of fully paid Common Stock deliverable upon such exercise. Each certificate for shares of Common Stock shall bear legends to evidence that such shares have not been registered under federal or state securities laws and nonassessable Shares as may not be transferred unless registered or exempt from registration thereunder.
(b) The Company shall not be obligated to which this issue any fractional share interests or fractional warrant interests upon the exercise of any Warrant is so exercisedor Warrants, plus, nor shall it be obligated to issue scrip or pay cash in lieu of any fractional shares to which the Holder would otherwise be entitled, cash interests. Any fraction equal to such fraction multiplied by the or greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised than one-half shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance rounded upon to the one at next full share or Warrant, as the head of this Warrantcase may be, any fraction less than one-half shall be eliminated.
Appears in 1 contract
Samples: Warrant Agreement (Positron Corp)
Exercise. (a) This Warrant warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering by: (i) surrendering this Warrant, together with the purchase form appended hereto as Exhibit I (the "Exercise Form") completed to reflect an Election to Purchase in the form attached hereto properly completed exercise for cash and duly executed by the Registered Holder or on behalf by the Registered Holder's duly authorized attorney, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; or (ii) surrendering this Warrant, with the Exercise Form completed to reflect a cashless exercise and duly executed by the Registered Holder or by certified or bank checkthe Registered Holder's duly authorized attorney, payable to at the order principal office of the Company, in an aggregate amount equal or at such other office or agency as the Company may designate. If the Company shall effect a firm commitment underwritten public offering of shares of Common Stock, then, effective immediately prior to the Purchase Price as then adjusted multiplied closing of the sale of such shares by the number Company pursuant to such public offering, this Warrant shall be deemed to be automatically exercised in full, without any further action taken by the holder hereof, by means of Shares as a cashless exercise pursuant to Section l (a)(ii) hereof.
(b) 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 is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). The Company At such time, the person or persons in whose name or names any certificates for Warrant Shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1 (c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 30 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), at its expense, will cause to be issued in the name of of, and deliver to delivered to, the Registered Holder, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with taxes) may direct on the Exercise Form delivered at the time of exercise of this Warrant:
(i) in the event of a cash exercise pursuant to Section 7 hereof1 (a)(i), a certificate or certificates for the number of fully paid and nonassessable full Warrant Shares as to which this Warrant is so exercised, the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof;
(ii) in the event of a cashless exercise pursuant to Section 1 (a)(ii) hereof, a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise computed using the following formula plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof: Where: X = the number of Warrant Shares to be issued; Y = the number of shares of Common Stock as to which the Registered Holder exercised the Warrant; A = Fair Market Value per share of Common Stock at the time of exercise of the Warrant (determined pursuant to Section 3 hereof); B = Purchase Price in effect at the time of exercise of the Warrant; and
(iii) in case either such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares face of this Warrant minus the number of such shares as to which this Warrant is the Registered Holder exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrant.
Appears in 1 contract
Exercise. (a) This Warrant may be exercised, exercised by the Holder in whole full or in part, part at any time or from time to time by during the Holder by delivering this Warrant, together with an Election to Purchase exercise period specified in the first paragraph hereof until the Expiration Date by surrender of this Warrant and the subscription form attached annexed hereto properly completed and (duly executed by or on behalf of the Holder), to the Company or such person as the Company may have appointed as warrant agentCompany, at its principal office (or at the office of such agent)and by making payment, accompanied by payment in cash or by certified or official bank check, check payable to the order of the Company, in an aggregate the amount equal to obtained by multiplying (a) the number of shares of Common Stock designated by the Holder in the Subscription Form in the form attached hereto by (b) the Purchase Price as then adjusted multiplied by in effect. On any partial exercise, the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall will forthwith issue and deliver to or upon the order of the Holder a new Warrant, Warrant or Warrants of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes)tenor, in the name of and deliver to the Holder, Holder or as the Holder may direct (on upon payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof)taxes) may request, a certificate providing in the aggregate on the face or certificates faces thereof for the purchase of the number of fully paid and nonassessable Shares as shares of Common Stock for which such Warrant or Warrants may still be exercised.
(1) Notwithstanding any other provision of this Warrant, in no event shall the Holder be entitled at any time to which purchase a number of shares of Common Stock on exercise of this Warrant is so exercisedin excess of that number of shares upon purchase of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and any person whose beneficial ownership of shares of Common Stock would be aggregated with the Holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder (each such person other than the Holder an "Aggregated Person" and all such persons other than the Holder, pluscollectively, in lieu the "Aggregated Persons") (other than shares of Common Stock deemed beneficially owned by the Holder or any fractional Aggregated Person through the ownership of the unexercised portion of this Warrant, any shares of the Company's Series C Convertible Preferred Stock, any shares of the Company's Series D Convertible Preferred Stock, any of the Company's Senior Subordinated Convertible Notes or any other securities which contain limitations similar to this Section 1(b)) and (2) the number of shares of Common Stock issuable upon exercise of the portion of this Warrant with respect to which the determination in this sentence is being made, would result in beneficial ownership by the Holder and all Aggregated Persons of more than 4.9% of the outstanding shares of Common Stock.
(2) Notwithstanding any other provision of this Warrant, in no event shall the Holder be entitled on any date to exercise this Warrant for a number of shares of Common Stock upon exercise of which the Holder and any Aggregated Person of the Holder would otherwise be entitledhave acquired, cash equal to such fraction multiplied by through exercise of this Warrant, conversion of shares of Series D Preferred Stock or otherwise, a number of shares of Common Stock in excess of the greater of (i) Exercise Restriction Amount during the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued 30-day period ending on and as of including the date of such exercise and the determination being made pursuant to this Section 1.1(b)(2) (other than shares of Common Stock deemed beneficially owned by the Holder or the person or persons designated by any Aggregated Person of the Holder as therein provided shall thereupon be deemed to be through the owner or owners ownership of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to (x) the one at the head unexercised portion of this Warrant, (y) unconverted shares of Series D Preferred Stock and (z) the unconverted or unexercised portion of any instrument which contains limitations similar to those set forth in this sentence).
(3) For purposes of the immediately preceding sections 1.1(b)
Appears in 1 contract
Exercise. This (a) Subject to the requirements of Section 4, this Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit I duly executed by such Registered Holder or on behalf by such Registered Holder's duly authorized attorney, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the United States, or with an equal principal amount the Company's 6% Subordinated Notes due May 1, in an aggregate amount equal to 2001, of the Purchase Price as then adjusted multiplied by payable in respect of the number of shares of Warrant Shares as purchased upon such exercise.
(b) 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 is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above. The Company At such time, the person or persons in whose name or names any certificates for warrant shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 10 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), at its expense, will cause to be issued in the name of of, and deliver to delivered to, the Registered Holder, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) as the Holder may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable full Warrant Shares as to which this Warrant is so exercised, such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 2 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares called for on the face or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of minus the date number of such exercise and the Holder or the person or persons designated shares purchased by the Registered Holder upon such exercise as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantsubsection 1(a) above.
Appears in 1 contract
Samples: Warrant Agreement (Emcore Corp)
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit I duly executed by the Registered Holder or on behalf by the Registered Holder's duly authorized attorney, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, in an aggregate amount equal to of the Purchase Price as then adjusted multiplied by payable in respect of the number of Warrant Shares as purchased upon such exercise.
(b) 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 is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). The Company At such time, the person or persons in whose name or names any certificates for Warrant Shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 10 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), at its expense, will cause to be issued in the name of of, and deliver to delivered to, the Registered Holder, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable full Warrant Shares as to which this Warrant is so exercised, the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the 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, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares as to which face of this Warrant is exercised shall be deemed issued on and as of minus the date number of such exercise and the Holder or the person or persons designated shares purchased by the Registered Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantupon such exercise.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Bottomline Technologies Inc /De/)
Exercise. This Warrant (a) Warrants may be exercisedexercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the earlier to occur of the date fixed for redemption pursuant to Section 9 hereof and the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in whole or in partthe applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, from time to time provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder by delivering this Warrantthereof with such Registered Holder's signature guaranteed, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified bank or bank check, cashier's check made payable to the order of the Company, of an amount in an aggregate amount lawful money of the United States of America equal to the applicable Purchase Price as then adjusted multiplied has been received in good funds by the number of Shares as to which this Warrant is then exercisedAgent. The Company shall cancel this Warrant on any person entitled to receive the securities deliverable upon such exercise and, if shall be treated for all purposes as the holder of such exercise is partial, shall issue and deliver to securities as of the Holder a new Warrant, close of like tender, with respect to business on the Shares as to which this Warrant has not then been exercisedExercise Date. The Company will, or will direct its transfer agent to, issue, as As soon as practicable on or after any exercise of this Warrant, the Exercise Date and in any event within 15 five business days thereafterafter such date, at upon due exercise of Warrants, the Company's expense (including Warrant Agent on behalf of the payment by it of any applicable issue taxes), in the name of and deliver Company shall cause to be issued to the Holder, person or as persons entitled to receive the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), same a Common Stock certificate or certificates for the number shares of fully paid and nonassessable Shares as to which this Warrant is so exercisedCommon Stock deliverable upon such exercise, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or Warrant Agent shall deliver the same to the person or persons designated by entitled thereto. Upon the Holder as therein provided exercise of any two or more even whole number multiples of Warrants, the Warrant Agent shall thereupon be deemed to be promptly notify the owner or owners Company in writing of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrant.such
Appears in 1 contract
Exercise. This Warrant The Warrants may be exercisedexercised by the Warrant Holder, in whole or in part, from time to time by the Holder by delivering this Warrantthe Notice of Exercise purchase form, together with an Election to Purchase in the form attached hereto properly completed and as Exhibit A hereto, duly executed by or on behalf of the Holder, Warrant Holder to the Company at its principal office, or at such person other office as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment payment, in cash or by certified wire transfer or bank check, check payable to the order of the Company, in an aggregate of the amount equal to the Purchase Price as then adjusted multiplied obtained by multiplying the number of Shares designated in the Notice of Exercise by the Exercise Price (the “Purchase Price”). The Purchase Price may also be paid, in whole or in part, by delivery of such purchase form and of shares of Common Stock owned by the Warrant Holder having a Fair Market Value (as defined in Section 2.3 hereof) on the last trading day ending the day immediately preceding the Exercise Date (as defined below) equal to the portion of the Purchase Price being paid in such shares. In addition, the Warrants may be exercised, pursuant to a cashless exercise, by providing irrevocable instructions to the Company, through delivery of the aforesaid purchase form with an appropriate reference to this Section 2.1 to issue the number of shares of the Common Stock equal to the product of (a) the number of shares as to which this Warrant the Warrants are being exercised multiplied by (b) a fraction, the numerator of which is then exercisedthe Fair Market Value of a share of the Common Stock on the last business day preceding the Exercise Date less the Exercise Price therefore and the denominator of which is such Fair Market Value. The Company For purposes hereof, “Exercise Date” shall cancel this Warrant mean the date on any such exercise and, if such exercise is partial, shall issue and deliver which all deliveries required to be made to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any upon exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased Warrants pursuant to this Warrant Section 2.1 shall bear a restrictive securities legend similar in substance to the one at the head of this Warranthave been made.
Appears in 1 contract
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as EXHIBIT 1 duly executed by such Registered Holder or on behalf by such Registered Holder's duly authorized attorney, at the principal office of the HolderCompany, to the Company or at such person other office or agency by as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, in an aggregate amount equal to of the Purchase Price as then adjusted multiplied by payable in respect of the number of Warrant Shares as purchased upon such exercise. For purposes hereof, the Purchase Price shall be equal to $7.50 per share.
(b) 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 is then exercisedshall have been surrendered to the Company as provided in subsection l(a) above. The Company At such time, the person or persons whose name or names any certificates for Warrant Shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection (c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 10 days thereafterhereafter, the Company, at the Company's expense (including the payment by it of any applicable issue taxes)its expense, will cause to be issued in the name of of, and deliver to delivered to, the Registered Holder, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable full Warrant Shares as to which this Warrant is so exercised, such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the such 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, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares as to which face of this Warrant is exercised shall be deemed issued on and as of minus the date number of such exercise and the Holder or the person or persons designated shares purchased by the Registered Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantupon such exercise.
Appears in 1 contract
Exercise. This Warrant may be exercisedexercised in whole or in part at any time or from time to time after the Closing Date of the Agreement and on or before the fifth anniversary of the Closing Date of the Agreement (the "Expiration Date"), unless otherwise extended pursuant to the terms of the Agreement. In order to exercise this Warrant, in whole or in part, from time the Holder shall deliver to time the Company at its principal office at 00000 Xxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other office as shall be designated by the Holder by delivering Company pursuant to the Agreement:
(a) written notice of the Holder's election to exercise this Warrant, together with an Election to Purchase which notice shall be substantially in the form attached hereto properly completed and duly executed by or on behalf of the Holder, attached "Subscription Form" and shall specify the number of shares of Common Stock to be purchased pursuant to such exercise;
(b) either (i) a wire transfer of immediately available funds to the Company or such person (ii) notice that the Exercise Price is satisfied by reduction of the number of shares to be received by the Holder upon exercise of this Warrant as provided in Section 4 below, with the Company may have appointed as warrant agent, at its principal office (or at the office amount of such agent), accompanied by payment reduction specified in cash such notice; in each case such wire transfer or by certified or bank check, payable to reduction in the order number of the Company, shares shall be in an aggregate amount equal to the Purchase Price aggregate purchase price for all shares of Common Stock to be purchased pursuant to such exercise; and
(c) this Warrant, properly endorsed. Upon receipt thereof, the Company shall, as then adjusted multiplied by the number of Shares promptly as practicable, and in any event within ten (10) days thereafter, execute (or cause to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue be executed) and deliver to the Holder a new certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise. The stock certificate or certificates so delivered shall be registered in the name of the Holder, or such other name as shall be designated in said notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of that said notice, together with said payment and this Warrant, is received by the Company as aforesaid (the "Exercise Date"). Except as otherwise provided in the Agreement, the Holder of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company willshall not, or will direct by virtue of its transfer agent to, issue, as soon as practicable after any exercise ownership of this Warrant, and be entitled to any rights of a stockholder in any event within 15 days thereafter, at the Company's expense (including , either at law or in equity; provided, however, that the payment by it Holder shall, for all purposes, be deemed to have become the Holder of any applicable record of such shares on the Exercise Date. If the exercise is for less than all of the shares of Common Stock issuable as provided in this Warrant, the Company shall issue taxes), in a new Warrant of like tenor and date for the name balance of and deliver such shares issuable hereunder to the Holder, or as the Holder may direct (on payment by the . The Holder of any applicable transfer taxes this Warrant, by its acceptance hereof, consents to and compliance agrees to be bound by and to comply with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as all of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head provisions of this Warrant.
Appears in 1 contract
Exercise. (1) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as EXHIBIT I duly executed by such Registered Holder or on behalf by such Registered Xxxxxx's duly authorized attorney, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. The Purchase Price shall be paid in the form of (i) cash, (ii) a check of the Registered Holder to the order of the Company, (iii) an electronic wire transfer of immediately available funds in an aggregate amount equal accordance with written instructions of the Company or, (iv) if approved by the Company, any combination of the foregoing forms of payment.
(2) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the Purchase Price as then adjusted multiplied by close of business on the number of Shares as to day on which this Warrant is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above. The Company At such time, the person or persons in whose name or names any certificates for Warrant Shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(3) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 10 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), at its expense, will cause to be issued in the name of of, and deliver to delivered to, the Registered Holder, or as the such Holder may direct (on upon compliance with Section 9 and payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(1) a certificate or certificates for the number of fully paid and nonassessable full Warrant Shares as to which this Warrant is so exercised, such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and
(2) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares as to which face of this Warrant is exercised shall be deemed issued on and as of minus the date number of such exercise and the Holder or the person or persons designated shares purchased by the Registered Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantupon such exercise.
Appears in 1 contract
Exercise. This Warrant (a) Only the vested portion of the Option may be exercisedexercised and, subject to the limitations in Section 2 and to this Section 4, the Option may be exercised as to the portion that is then vested at any time and from time to time until the Option expires or is terminated.
(b) The Option will be exercisable during Employee's lifetime only by Employee or by Employee's guardian or legal representative, and after Employee's death only by the person or entity entitled to do so under Employee's last will and testament or applicable intestate law.
(c) The Option may only be exercised by the delivery to the Company of a written notice of such exercise (the "Exercise Notice"), which notice must specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares, together with payment in full of such aggregate Exercise Price in cash or by check payable to the Company; provided, however, that payment of such aggregate Exercise Price may instead be made, in whole or in part, from time to time by the Holder by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by one or on behalf more of the Holder, following means selected by Employee in his or her sole discretion:
(i) the delivery to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for representing shares of Common Stock that are "mature" shares (as that term is used in Bulletin No. 84-18 of the number Emerging Issues Task Force of fully paid the Financial Accounting Standards Board), duly endorsed or accompanied by duly executed stock powers, which delivery effectively transfers to the Company good and nonassessable Shares as valid title to which this Warrant is so exercisedthose shares of Common Stock, plus, in lieu free and clear of any fractional shares to which the Holder would otherwise be entitledpledge, cash equal to such fraction multiplied by the greater of commitment, lien, claim or other encumbrance (i) the then fair market value of such shares of Common Stock to be valued on the basis of the aggregate "Fair Market Value" (defined in the Plan) on the date Employee delivers his or her Exercise Notice applicable to that exercise to the Company (the "Option Determination Date")); or
(ii) the Purchase Price as then adjusted. Any Shares as delivery, concurrently with the exercise and in accordance with Section 220.3(e)(4) of Regulation T promulgated under the Exchange Act (or, if applicable, any successor Section), of a properly executed Exercise Notice and irrevocable instructions to which this Warrant is exercised shall be deemed issued on and as a broker promptly to deliver to the Company a specified dollar amount of the date proceeds of such exercise and the Holder a sale or the person or persons designated a loan secured by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to issuable upon any exercise of the one at the head of this WarrantOption.
Appears in 1 contract
Samples: Employee Non Qualified Stock Option Agreement (Metro-Goldwyn-Mayer Inc)
Exercise. This Warrant Warrants in denominations of one or whole number multiples thereof may be exercisedexercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in whole or Sections 5 and 9 hereof) and in partthe applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, from time to time provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder by delivering this Warrantthereof or his attorney duly authorized in writing, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified check made payable to the Warrant Agent for the account of the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or bank checkafter the Exercise Date and in any event within five business days after having received authorization from the Company, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrant, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the order of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as Price, to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and be deposited promptly in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantbank account.
Appears in 1 contract
Samples: Warrant Agreement (Xetal Inc)
Exercise. This Subject to the provisions of Sections 4 and 7, the Warrants, when evidenced by a Warrant Certificate, may be exercised, exercised in whole or in partpart at any time during the period (the "Exercise Period") commencing on _______________, from time 200__ (the "Exercise Date") until ________________, 200___ (the "Warrant Expiration Date", unless extended by a majority vote of the Company's Board of Directors, but in no event after such extended expiration date. The Company shall promptly notify the Warrant Agent and the Registered Holders of any such extension of the Exercise Period. A Warrant shall be deemed to time have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder by delivering this Warrantthereof or his attorney duly authorized in writing and shall be delivered, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holderpayment therefor, to the Company or such person as the Company may have appointed as warrant agent, at its principal office corporate offices located at 711 S. Carson Strxxx, Xxxxx #0, Carson City, NV, 89701 (or at the office of such agent"Corporate Office"), accompanied by payment in cash or by official bank or certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase Price aggregate Exercise Price, in lawful money. Unless Warrant Shares may not be issued as then adjusted multiplied by provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to which this the issuance of Warrant is then exercisedShares set forth in Section 4 have been satisfied as of the Exercise Date. The Company shall cancel this not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, or scrip or cash therefor, and such fractional shares shall be of like tenderno value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, with respect to the number of full Shares as to which this Warrant has not then been exercisedshall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full Shares issuable on such exercise. The Company will, or will direct its transfer agent to, issue, as soon as practicable Within thirty (30) days after any exercise of this Warrant, the Exercise Date and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver prior to the HolderExpiration Date, the Warrant Agent shall cause to be issued and delivered to the person or as persons entitled to receive the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof)same, a certificate or certificates for the number of fully paid and nonassessable Warrant Shares as to which this deliverable on such exercise. No adjustment shall be made in respect of cash dividends, if any, on Warrant is so exercised, plus, in lieu Shares delivered on exercise of any fractional shares to which Warrant. The Company may deem and treat the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as Registered Holders of the date of such exercise Warrants as he absolute owners thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the holders thereof to any of the rights of shareholders or to any dividends declared on the Common Stock unless the Registered Holder or shall have exercised the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Warrants and purchased Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance prior to the one at record date fixed by the head Board of this WarrantDirectors of the Company for the determination of holders of Common Stock entitled to any such dividend or other rights.
Appears in 1 contract
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit I duly executed by such Registered Holder or on behalf by such Registered Holder's duly authorized attorney, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, in an aggregate amount equal to of the Purchase Price as then adjusted multiplied by payable in respect of the number of Warrant Shares as purchased upon such exercise. The Purchase Price may be paid by cash, check or wire transfer.
(b) 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 is then exercisedshall have been surrendered to the Company (the "Exercise Date") as provided in subsection 1(a) above. The Company At such time, the person or persons in whose name or names any certificates for Warrant Shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 10 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), at its expense, will cause to be issued in the name of of, and deliver to delivered to, the Registered Holder, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(A) a certificate or certificates for the number of fully paid and nonassessable full Warrant Shares as to which this such Registered Holder shall be entitled upon such exercise; and
(B) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant is so exercised, plus, in lieu of Shares equal (without giving effect to any fractional shares adjustment therein) to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares as to which face of this Warrant is exercised shall be deemed issued on and as of minus the date number of such exercise and the Holder or the person or persons designated shares purchased by the Registered Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantupon such exercise.
Appears in 1 contract
Samples: Warrant Agreement (Inso Corp)
Exercise. This Warrant may be exercised, in whole or in part, from time to time exercised by the Holder by delivering this Warranthereof (but only on the conditions hereinafter set forth) as to all or any increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company at the following address: 1100 Xxxxx Xxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000 xx such other address as the Company shall designate in a written notice to the Holder hereof, together with an Election this Warrant and payment to Purchase in the form attached hereto properly completed and duly executed by or on behalf Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or i) by certified or bank check, payable to (ii) by the order surrender of the Company, in Note or portion thereof having an aggregate amount outstanding principal balance equal to the Purchase aggregate Exercise Price as then adjusted multiplied or (iii) by the number surrender of Shares as to which a portion of this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver having a fair market value equal to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercisedaggregate Exercise Price. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any Upon exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within 15 fifteen (15) days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of execute and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), this Warrant a certificate or certificates for the total number of fully paid and nonassessable whole Shares as to for which this Warrant is so exercisedbeing exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, plus, in lieu of any fractional shares to which the Holder would otherwise shall be entitled, cash equal entitled to such fraction multiplied by receive a new Warrant covering the greater number of (i) the then fair market value Shares in respect of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall not have been exercised, which new Warrant shall in all other respects be deemed issued on identical to this Warrant. The Company covenants and as agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the date issuance of such exercise and the Holder this Warrant or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners issuance of record thereof. any Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head upon exercise of this Warrant.
Appears in 1 contract
Exercise. (a) This Warrant warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering by: (i) surrendering this Warrant, together with the purchase form appended hereto as Exhibit I (the “Exercise Form”) completed to reflect an Election to Purchase in the form attached hereto properly completed exercise for cash and duly executed by the Registered Holder or on behalf by the Registered Holder’s duly authorized attorney, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; or (ii) surrendering this Warrant, with the Exercise Form completed to reflect a cashless exercise and duly executed by the Registered Holder or by certified or bank checkthe Registered Holder’s duly authorized attorney, payable to at the order principal office of the Company, in an aggregate amount equal or at such other office or agency as the Company may designate. If the Company shall effect a firm commitment underwritten public offering of shares of Common Stock, then, effective immediately prior to the Purchase Price as then adjusted multiplied closing of the sale of such shares by the number Company pursuant to such public offering, this Warrant shall be deemed to be automatically exercised in full, without any further action taken by the holder hereof, by means of Shares as a cashless exercise pursuant to Section l (a)(ii) hereof.
(b) 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 is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). The Company At such time, the person or persons in whose name or names any certificates for Warrant Shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1 (c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 30 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), at its expense, will cause to be issued in the name of of, and deliver to delivered to, the Registered Holder, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with taxes) may direct on the Exercise Form delivered at the time of exercise of this Warrant:
(i) in the event of a cash exercise pursuant to Section 7 hereof1 (a)(i), a certificate or certificates for the number of fully paid and nonassessable full Warrant Shares as to which this Warrant is so exercised, the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof;
(ii) in the event of a cashless exercise pursuant to Section 1 (a)(ii) hereof, a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise computed using the following formula plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof: X = Y(A-B) A Where: X = the number of Warrant Shares to be issued; Y = the number of shares of Common Stock as to which the Registered Holder exercised the Warrant;
A = Fair Market Value per share of Common Stock at the time of exercise of the Warrant (determined pursuant to Section 3 hereof);
B = Purchase Price in effect at the time of exercise of the Warrant; and
(iii) in case either such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares face of this Warrant minus the number of such shares as to which this Warrant is the Registered Holder exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrant.
Appears in 1 contract
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the form attached of election to purchase appended hereto properly as Exhibit I duly completed and duly executed by or on behalf such Registered Holder, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in full of the Purchase Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise in cash or by certified or official bank check, check payable to the order of the Company, in an aggregate amount equal . Any exercise of this Warrant may be made subject to the Purchase Price satisfaction of one or more conditions (including, without limitation, the consummation of a sale of the capital stock of the Company or a merger or other business combination involving the Company) which are set forth in a writing which is made a part of or is appended to the aforementioned form of election to purchase notice (as then adjusted multiplied the case may be) by the number Registered Holder.
(b) Each exercise of Shares as this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above. The Company At such time, the person or persons in whose name or names any certificates for Warrant Stock shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 10 days thereafter, the Company at the Company's its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of of, and deliver delivered to, the Registered Holder, or, subject to the Holderterms and conditions hereof, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable Shares as full shares of Warrant Stock to which this Warrant is so exercised, such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the such 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, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares as to which face of this Warrant is exercised shall be deemed issued on and as of minus the date number of such exercise and the Holder or the person or persons designated shares purchased by the Registered Holder upon such exercise as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantsubsection 1(a) above.
Appears in 1 contract
Samples: Warrant Agreement (Tegal Corp /De/)
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit I duly executed by the Registered Holder or on behalf by the Registered Holder's duly authorized attorney, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, in an aggregate amount equal to of the Purchase Price as then adjusted multiplied by payable in respect of the number of Warrant Shares as purchased upon such exercise.
(b) [intentionally omitted]
(c) 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 is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above accompanied by payment in full of the Purchase Price (the "Exercise Date"). The Company At such time, the person or persons in whose name or names any certificates for Warrant Shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(d) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 5 business days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), at its expense, will cause to be issued in the name of of, and deliver to delivered to, the Registered Holder, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable full Warrant Shares as to which this Warrant is so exercised, the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the Registered Holder would otherwise be entitled, cash equal in an amount determined pursuant to such fraction multiplied by the greater of (i) the then fair market value of such shares or Section 3 hereof; and
(ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant in case such exercise is exercised shall be deemed issued on and as of in part only, a new warrant or warrants (dated the date hereof) of such exercise and like tenor, calling in the Holder aggregate on the face or faces thereof for the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners number of record thereof. Shares of Common Stock purchased pursuant to this remaining Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this WarrantShares.
Appears in 1 contract
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit I duly executed by or on behalf such Registered Holder, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash full, by bank or by certified or bank check, payable to the order check in lawful money of the CompanyUnited States, in an aggregate amount equal to of the Purchase Price as then adjusted multiplied by payable in respect of the number of Shares as shares of Warrant Stock purchased upon such exercise.
(b) 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 is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above. The Company At such time, the person or persons in whose name or names any certificates for Warrant Stock shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 ten (10) days thereafter, the Company at the Company's its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of of, and deliver delivered to, the Registered Holder, or, subject to the Holderterms and conditions hereof, or as the Registered Holder may direct (on upon payment by the Registered Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable Shares as full shares of Warrant Stock to which this Warrant is so exercised, such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares to which the such 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, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares as to which face of this Warrant is exercised shall be deemed issued on and as of minus the date number of such exercise and the Holder or the person or persons designated shares purchased by the Registered Holder upon such exercise as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantsubsection 1(a) above.
Appears in 1 contract
Samples: Warrant Agreement (Ipcs Inc)
Exercise. This Warrant The Option may only be exercised to the extent vested. The Option may be exercised, in whole or in part, from time to time by the Holder exercised by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf Chief Financial Officer of the Holder, to the Company or such person as the Company may have appointed as warrant agent, Corporation at its principal office (or at offices a written notice, signed by a person entitled to exercise the office of such agent)Option, accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal election to exercise the Purchase Price as then adjusted multiplied by Option and stating the number of Shares to be purchased. Such notice shall be accompanied by the payment of the full exercise price of the Shares to be purchased. Upon payment in accordance with this Agreement and within the time period specified by the Corporation of the amount, if any, required to be withheld for Federal, state and local tax purposes on account of the exercise of the Option, the Option shall be deemed exercised as to which this Warrant is then exercisedof the date the Corporation received such notice. The Company shall cancel this Warrant on any such exercise andCorporation may withhold, if such exercise is partial, shall issue and deliver or allow the Optionee to remit to the Holder a new WarrantCorporation, of like tenderany Federal, state or local taxes required by law to be withheld with respect to any event giving rise to income tax liability with respect to the Option. Payment of the full exercise price shall be (i) in cash, (ii) through the surrender of previously-acquired Shares as having a Fair Market Value equal to which this Warrant the exercise price of the Option provided that such previously-acquired shares have been held by the Optionee for at least six months, unless the Committee in its discretion permits the use of shares held less than six months, (iii) through the withholding by the Corporation (at the election of the Optionee) of Shares having a Fair Market Value equal to the exercise price, provided that the Optionee attests in a manner acceptable to the Committee that he or she holds previously-acquired Shares equal in number to the number of Shares withheld by the Corporation and has not then been exercised. The Company willheld such previously-acquired shares for at least six months, or will direct its transfer agent to(iv) by a combination of (i), issue, as soon as practicable after any exercise of this Warrant(ii), and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxesiii), in the discretion of the Committee. Upon the proper exercise of the Option, subject to the other provisions of this Agreement, the Corporation shall issue in the name of the person exercising the Option, and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof)such person, a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantpurchased.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Regen Biologics Inc)
Exercise. This Warrant may The Stock Option shall be exercised, in whole or in part, exercisable from time to time by in increments equal in each instance to the Holder by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf Exercisable Portion (as defined below). Each Exercisable Portion of the Holder, Option shall be exercisable by Investor’s delivery to the Company or such person as the Company may have appointed as warrant agent, at its principal office of a written notice (or at the office of such agent“Option Notice”), accompanied by payment on the terms and conditions set forth in cash or by certified or bank checkSection 2(b) below, payable to the order of the Companywithin 120 days following a Triggering Event, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tenderbut only if, with respect to the portion of the Stock Option so exercised, a Triggering Event (as defined below) shall have occurred. The term “Triggering Event” shall mean, with respect to a portion of the Stock Option, the time an employee of the Company or any permitted transferee who has been granted an Employee Stock Option as of the Closing shall have exercised all or any portion of the Employee Stock Option held by such employee or transferee (any such exercise, an “Employee Exercise”). For each such Employee Exercise, the Investor shall have the right to exercise the Stock Option to purchase a number of shares such that, immediately after such Investor exercise, 30% of the Contingent Shares issued with respect to such Employee Exercise shall be Option Shares and 70% of the Contingent Shares issued with respect to such Employee Exercise shall be Employee Shares. The number of shares so purchased by the Investor in each such exercise shall be the “Exercisable Portion”. In the event the Exercisable Portion would result in a fractional share, (i) initially the number of shares constituting the Exercisable Portion will be rounded up to the nearest whole number, and (ii) upon subsequent exercises, the number of shares constituting the Exercisable Portion will be rounded up or down as necessary so that the aggregate number of Option Shares that have been issued shall always be equal, as nearly as practicable, to which this Warrant has not then 30% of the total number of Contingent Shares that have been exercisedissued. The Company willshall notify the Investor promptly (but in no event later than 3 days after such exercise) in writing of the occurrence of each Triggering Event, or will direct its transfer agent to, issue, as soon as practicable after any exercise it being understood that the giving of this Warrant, and in any event within 15 days thereafter, at such notice by the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver Company shall not be a condition to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as right of the date Investor to exercise the Exercisable Portion of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this WarrantOption.
Appears in 1 contract
Samples: Stock Option Agreement (eLong, Inc.)
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit I duly executed by the Registered Holder or on behalf by the Registered Holder's duly authorized attorney, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, in an aggregate amount equal to of the Purchase Price as then adjusted multiplied by payable in respect of the number of Shares as Units purchased upon such exercise.
(b) 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 is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above accompanied by payment in full of the Purchase Price (the "Exercise Date"). The Company At such time, the person or persons in whose name or names any certificates for Warrant Shares or Underlying Warrants shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares or Underlying Warrants represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 5 business days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), at its expense, will cause to be issued in the name of of, and deliver to delivered to, the Registered Holder, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid full Warrant Shares and nonassessable Shares as Underlying Warrants to which this Warrant is so exercised, the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the Registered Holder would otherwise be entitled, cash equal in an amount determined pursuant to such fraction multiplied by the greater of (i) the then fair market value of such shares or Section 3 hereof; and
(ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant in case such exercise is exercised shall be deemed issued on and as of in part only, a new warrant or warrants (dated the date hereof) of such exercise and like tenor, calling in the Holder aggregate on the face or faces thereof for the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners number of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantremaining Units.
Appears in 1 contract
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit I duly executed by or on behalf such Registered Holder, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, of the Exercise Price payable in an aggregate amount equal to the Purchase Price as then adjusted multiplied by respect of the number of Shares as to which shares of Warrant Stock being purchased upon such exercise.
(b) Each exercise of this Warrant is then exercisedshall be deemed to have been effected immediately prior to the close of business on the day on which the Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. The Company At such time, the person or persons in whose name or names any certificates for Warrant Stock shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this Warrant, and Warrant in any event within 15 days thereafter, full or in part the Company at the Company's its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of of, and deliver delivered to, the Registered Holder, or, subject to the Holderterms and conditions hereof, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable Shares as full shares of Warrant Stock to which such Registered Holder shall be entitled upon such exercise, and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant, minus the number of such shares purchased by the Registered Holder upon such exercise as provided in subsection 1(a) above.
(d) In lieu of the payment of the Exercise Price in the manner required by Section 1(a), the Holder shall have the right (but not the obligation) to pay the Exercise Price for the shares of Common Stock being purchased with this Warrant is so exercised, plus, in lieu upon exercise by the surrender to the Company of any fractional shares to which exercisable but unexercised portion of this Warrant having a "Value" (as defined below), at the Holder would otherwise be entitledclose of trading on the last trading day immediately preceding the exercise of this Warrant, cash equal to such fraction the Exercise Price multiplied by the greater number of shares of Common Stock being purchased upon exercise ("Cashless Exercise Right"). The sum of (ix) the then fair market value number of such shares or of Common Stock being purchased upon exercise of the non-surrendered portion of this Warrant pursuant to this Cashless Exercise Right and (iiy) the Purchase Price as then adjusted. Any Shares as to which number of shares of Common Stock underlying the portion of this Warrant is exercised being surrendered, shall not in any event be deemed issued on and as greater than the total number of shares of Common Stock purchasable upon the complete exercise of this Warrant if the Exercise Price were paid in cash. The "Value" of the date portion of such exercise and the Holder or Warrant being surrendered shall equal the person or persons designated remainder derived from subtracting (x) the Exercise Price multiplied by the Holder as therein provided number of shares of Common Stock underlying the portion of this Warrant being surrendered from (y) the Market Price of a share of Common Stock multiplied by the number of shares of Common Stock underlying the portion of this Warrant being surrendered. As used in this Warrant, the term "Market Price" at any date shall thereupon be deemed to be the owner last reported sale price of the Common Stock on such date, or, in case no such reported sale takes place on such day, the average of the last reported sale price for the immediately preceding three trading days, in either case as officially reported by the national securities exchange on which the Common Stock is trading, or, if the Common Stock is not principally traded on any national securities exchange, the last reported sale price as furnished by the NASD through the Nasdaq National Market or owners SmallCap Market, or, if applicable, the OTC Bulletin Board, or if the Common Stock is not listed or admitted to trading on the Nasdaq National Market or SmallCap Market or OTC Bulletin Board or similar organization, as determined in good faith by resolution of record thereofthe Board of Directors of the Company, based on the best information available to it. Shares The Cashless Exercise Right may be exercised by the Holder on any business day on or after the Commencement Date and not later than the Expiration Date by delivering the Warrant with a duly executed exercise form attached hereto with the cashless exercise section completed to the Company, exercising the Cashless Exercise Right and specifying the total number of shares of Common Stock being purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantsuch Cashless Exercise Right.
Appears in 1 contract
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrender of this Warrant, together Warrant (with an Election to Purchase in the form Notice of Exercise Form attached hereto properly completed and duly executed by or on behalf such Registered Holder) at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, in of an aggregate amount equal to the Purchase then applicable Exercise Price as then adjusted multiplied by the number of Warrant Shares as then being purchased upon such exercise.
(b) 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 is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above. The Company At such time, the person or persons in whose name or names any certificates for Warrant Shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to certificates.
(c) Within five (5) business days after the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of the purchase right represented by this Warrant, and in any event within 15 days thereafter, the Company at the Company's its expense (including the payment by it of any applicable issue taxes), will use its best efforts to cause to be issued in the name of of, and deliver delivered to, the Registered Holder, or, subject to the Holderterms and conditions hereof, to such other individual or entity as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable full shares of Warrant Shares as to which this Warrant is so exercised, such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the such Registered Holder would otherwise be entitled, cash equal in an amount determined pursuant to Section 3 hereof, and
(ii) in case such fraction multiplied by exercise is in part only, a new warrant or warrants (dated the greater date hereof) of (i) like tenor, stating on the then fair market value face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares or (ii) purchased by the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of Registered Holder upon such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantsubsection 1(a) above.
Appears in 1 contract
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit I duly executed by or on behalf such Registered Holder, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, in an aggregate amount equal to of the Purchase Price as then adjusted multiplied by payable in respect of the number of Warrant Shares as purchased upon such exercise.
(b) 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 is then exercisedshall have been surrendered to the Company as provided in Section 2(a) above. The Company At such time, the person or persons in whose name or names any certificates for Warrant Shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in Section 2(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 days thereafterthe Company, at the Company's expense (including the payment by it of any applicable issue taxes)its expense, will cause to be issued in the name of of, and deliver to delivered to, the Registered Holder, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable full Warrant Shares as to which this Warrant is so exercised, the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 4 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares as to which face of this Warrant is exercised shall be deemed issued on and as of minus the date number of such exercise and the Holder or the person or persons designated shares purchased by the Registered Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantupon such exercise.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Spyglass Inc)
Exercise. (a) This Warrant may be exercised, exercised by the Holder in whole full or in part, part at any time or from time to time during the exercise period specified in the first paragraph hereof until the Expiration Date by (x) surrendering this Warrant to the Holder by delivering this WarrantCompany, together with an Election to Purchase (y) giving a subscription form in the form attached annexed hereto properly completed and (duly executed by or on behalf of the Holder, ) to the Company or such person as the Company may have appointed as warrant agentCompany, at its principal office and (or at the office of such agent)z) making payment, accompanied by payment in cash or by certified or official bank check, check payable to the order of the Company, or by wire transfer of funds to the account of the Company, in an aggregate either case, in the amount equal to obtained by multiplying (a) the number of shares of Common Stock designated by the Holder in the subscription form by (b) the Purchase Price as then adjusted multiplied by in effect. On any partial exercise the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall will forthwith issue and deliver to or upon the order of the Holder a new Warrant, Warrant or Warrants of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes)tenor, in the name of and deliver to the Holder, Holder or as the Holder may direct (on upon payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof)taxes) may request, a certificate providing in the aggregate on the face or certificates faces thereof for the purchase of the number of fully paid and nonassessable Shares shares of Common Stock for which such Warrant or Warrants may still be exercised. The subscription form may be surrendered by telephone line facsimile transmission to the telephone numbers shown thereon or such other numbers for the Company or such transfer agent as shall have been specified in writing to which the Holder by the Company; provided, however, that if the subscription form is given to the Company by telephone line facsimile transmission the Holder shall send an original of such subscription form to the Company within ten Business Days after such subscription form is so given to the Company.
(b) Notwithstanding any other provision of this Warrant, in no event shall the Holder be entitled at any time to purchase a number of shares of Common Stock on exercise of this Warrant is so exercised, plus, in lieu excess of that number of shares upon purchase of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and all Aggregated Persons (other than shares of Common Stock deemed beneficially owned through the ownership of the unexercised portion of this Warrant and any fractional of the Company's 5% Senior Custom Convertible Notes due 2000 and any other securities containing similar restrictions by the Holder and all Aggregated Persons) and (2) the number of shares of Common Stock issuable upon exercise of the portion of this Warrant with respect to which the Holder determination in this sentence is being made, would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated result in beneficial ownership by the Holder as therein provided shall thereupon be deemed to be and all Aggregated Persons of more than 4.9% of the owner or owners of record thereof. Shares outstanding shares of Common Stock purchased pursuant Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the immediately preceding sentence. For purposes of the second preceding sentence, the Company shall be entitled to this Warrant rely, and shall bear a restrictive securities legend similar be fully protected in substance relying, on any statement or representation made by the Holder to the one at the head Company in connection with a particular exercise of this Warrant, without any obligation on the part of the Company to make any inquiry or investigation or to examine its records or the records of any transfer agent for the Common Stock.
Appears in 1 contract
Samples: Note Purchase Agreement (Sugen Inc)
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit A duly executed by or on behalf such Registered Holder, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash full, by bank or by certified or bank check, payable to the order check in lawful money of the CompanyUnited States, in an aggregate amount equal to of the Purchase Price as then adjusted multiplied by payable in respect of the number of Shares as shares of Warrant Stock purchased upon such exercise.
(b) 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 is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above. The Company At such time, the person or persons in whose name or names any certificates for Warrant Stock shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 ten (10) days thereafter, the Company at the Company's its expense (including the payment by it of any applicable issue taxes), shall cause to be issued in the name of of, and deliver delivered to, the Registered Holder, or, subject to the Holderterms and conditions hereof, or as the Registered Holder may direct (on upon payment by the Registered Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable Shares as full shares of Warrant Stock to which this Warrant is so exercised, such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the such 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, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares as to which face of this Warrant is exercised shall be deemed issued on and as of minus the date number of such exercise and the Holder or the person or persons designated shares purchased by the Registered Holder upon such exercise as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantsubsection 1(a) above.
Appears in 1 contract
Samples: Warrant Agreement (Hispanic Television Network Inc)
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit A duly executed by or on behalf such Registered Holder, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, of the Exercise Price payable in an aggregate amount equal to the Purchase Price as then adjusted multiplied by respect of the number of Shares as to which shares of Warrant Stock being purchased upon such exercise.
(b) Each exercise of this Warrant is then exercisedshall be deemed to have been effected immediately prior to the close of business on the day on which the Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. The Company At such time, the person or persons in whose name or names any certificates for Warrant Stock shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 five business days thereafterafter clearance of the funds constituting the Exercise Price, the Company at the Company's its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of of, and deliver delivered to, the Registered Holder, or, subject to the Holderterms and conditions hereof, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable Shares as shares of Warrant Stock to which this such Registered Holder shall be entitled upon such exercise, and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the 1 number of shares of Warrant is so exercised, plus, in lieu of Stock equal (without giving effect to any fractional shares adjustment therein) to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head face of this Warrant, minus the number of such shares purchased by the Registered Holder upon such exercise as provided in subsection 1(a) above.
Appears in 1 contract
Samples: Warrant Agreement (Global Telecommunication Solutions Inc)
Exercise. (A) This Warrant may be exercised, exercised in whole or in part, part at any time and from time to time from and after the date hereof until the termination of the Term (as defined in Section 3 hereof), by delivery to the Company at its principal executive offices of: (i) this Warrant, (ii) the Purchase Form attached hereto as Exhibit A duly completed and executed by the Holder by delivering this Warrantor a permitted assignee, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf (iii) payment of the Holderpurchase price of the Warrant Shares in accordance with Section 2 below, (iv) if the person to whom the Warrant Shares is a permitted assignee, a duly certified copy of the assignment agreement between the Holder and the permitted assignee in a form reasonably acceptable to the Company or and (v) if the Holder is not already a party thereto, a shareholders agreement, in any, and such person other agreements as may be reasonably requested by the Company may have appointed as warrant agent(collectively, at its principal office (or at the office of such agent“Stockholders Agreements”), accompanied by payment in cash or by certified or bank check, payable as each may be amended from time to the order time. In lieu of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number issuing fractional shares of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any Common Stock upon exercise of this Warrant, the Company shall round down to the next whole number of shares. The Warrant Shares so purchased shall be issued to the Holder as the record and beneficial owner of such Warrant Shares.
(B) In addition, the Holder will have the option to exercise this Warrant in conjunction with an Acquisition or any other event within 15 days thereafterwhere the Holder would have the opportunity to sell some or all of the Warrant Shares, at subject to this Warrant (a “Liquidity Event”) or to require the Company's expense (including Company to redeem this Warrant immediately prior to the payment by it consummation of any applicable issue taxes)such Acquisition or Liquidity Event, in either case on a net exercise basis, with the name gross value of and deliver this Warrant (prior to the Holder, or as netting out of the exercise price) equal to the amount the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate would have received in such Acquisition or certificates for the number of fully paid and nonassessable Shares as to which Liquidity Event if it had exercised this Warrant is so exercised, plus, immediately prior to such Acquisition or Liquidity Event and had thereby participated in lieu of any fractional shares to such Acquisition or Liquidity Event. In connection with an Acquisition or Liquidity Event in which the Holder would otherwise be entitled, cash equal has the opportunity to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as sell less than all of the date of such exercise Warrant Shares, as applicable, subject to this Warrant, the option and mechanism described herein shall apply to the extent the Holder or the person or persons designated by elects to participate and any remaining Warrant Shares, that the Holder as therein provided does not have the opportunity to sell shall thereupon be deemed continue to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant subject to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrant.
Appears in 1 contract
Samples: Warrant Agreement (Accelerize Inc.)
Exercise. This Warrant (a) The Option shall be exercisable during Optionee's lifetime only by Optionee or by his guardian or legal representative, and after Optionee's death or Disability only by the person or persons designated in Section 2(a). The Option may only be exercisedexercised by the delivery to the Company of a written notice of such exercise (the "Exercise Notice"), which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares, together with payment in full of such aggregate Exercise Price in cash or by check payable to the Company; provided, however, that payment of such aggregate Exercise Price may instead be made, in whole or in part, by one or more of the following means:
(i) by the delivery to the Company of a recourse promissory note in a form and amount satisfactory to the Committee, provided that the principal amount of such note shall not exceed the excess of such aggregate Exercise Price over the aggregate par value of the Purchased Shares; and provided further that such promissory note shall (i) have a maturity date of not more than five (5) years from the exercise date, (ii) accrue interest at the "prime rate" published from time to time in The Wall Street Journal, (iii) provide for interest payments on each anniversary date of the note, and (iv) require principal payments either (A) in equal installments over the term of the note, or (B) upon the note's maturity;
(ii) by the Holder by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, delivery to the Company of a certificate or such person as certificates representing shares of common stock, duly endorsed or accompanied by a duly executed stock powers, which delivery effectively transfers to the Company may good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of their aggregate fair market value, as reasonably determined by the Committee, on the date of such exercise); and/or
(iii) by reducing the number of shares of common stock to be delivered to such Optionee upon exercise of this Option (such reduction to be valued on the basis of the aggregate fair market value of the additional shares of common stock on the date of exercise that would otherwise have appointed been delivered to Optionee upon exercise of the Option, as warrant agentdetermined by the Committee in its reasonable discretion); provided, at its principal office in each case, that the Company is not then prohibited from purchasing or acquiring common stock.
(b) As soon as practicable after receipt of an Exercise Notice, the Company shall, without transfer or issue tax or incidental expenses to Optionee, deliver to Optionee at the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal or such other place as may be mutually acceptable to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof)Optionee, a certificate or certificates for such Purchased Shares, which certificate or certificates may bear such legend or legends with respect to restrictions on transfer thereof as counsel for the number Company deems to be required by applicable provisions of fully paid law and nonassessable this Agreement; provided, however, that nothing herein shall be deemed to impose upon the Company any obligation to deliver any Purchased Shares as to which this Warrant is so exercised, plusOptionee if, in lieu the opinion of counsel for the Company, doing so would violate any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater provision of (i) the then fair market value of such shares federal or state securities laws or regulations, including "Blue Sky" laws, (ii) any applicable listing requirements of any national securities exchange; or (iii) any other law or regulation applicable to the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date issuance or transfer of such exercise and shares. In no event shall the Holder Company be required to take any affirmative action to comply with any of such laws, regulations or requirements, nor shall the person Company be liable for any failure to deliver Purchased Shares because such Purchased Shares have not been registered or persons designated by the Holder as therein provided shall thereupon because a registration statement with respect thereto is not current or because such delivery would otherwise be deemed to be the owner in violation of any applicable law or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantregulation.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Las Vegas Entertainment Network Inc)
Exercise. (a) This Warrant may be exercised, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in at the form attached hereto properly completed and duly executed by or on behalf of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, with the election to exercise notice form (the "Election to Exercise Notice") attached hereto as Exhibit A duly executed, and by paying in an aggregate amount equal to full the Purchase Warrant Price as then adjusted multiplied by the number for each share of Shares Common Stock as to which this Warrant is then exercisedexercised and any applicable taxes, other than taxes that the Company is required to pay hereunder. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares Such payment may be (i) in cash or by bank check or (ii) as to which this Warrant has not then been exercised. The Company will, provided in either Section 2.02(g) or will direct its transfer agent to, issue, as Section 2.02(h).
(b) As soon as practicable after any the exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including Company shall cause to be issued to or upon the payment by it order of any applicable issue taxes), in the name holder of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), this Warrant a certificate or certificates for the number of fully paid and nonassessable Shares as full shares of Common Stock to which it is entitled, registered in such name or names as may be directed by it.
(c) Notwithstanding anything contained herein to the contrary, the Company shall not be required to issue any fraction of a share in connection with the exercise of this Warrant, but in any case where the holder hereof would, except for the provisions of this Section 2.02, be entitled under the terms of this Warrant is so exercisedto receive a fraction of a share upon the exercise hereof, plusthe Company shall, upon the exercise of this Warrant and receipt of the Warrant Price, issue a certificate for the largest number of full shares of Common Stock then called for hereby and pay a sum in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or fraction of a share (ii) based upon the Purchase Price as then adjustedmost recent closing market price of the Common Stock on the NASDAQ National Market System). Any Shares as to which The Registered Stockholder by its acceptance of this Warrant is exercised shall be deemed issued on and as expressly waives its right to receive any fraction of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares a share.
(d) All shares of Common Stock purchased pursuant to issued upon the exercise of this Warrant shall bear a restrictive securities legend similar be validly issued, fully paid and non-assessable, and the Company shall pay all taxes in substance to respect of the one at the head issue thereof.
(e) Each certificate for shares of Common Stock initially issued upon exercise of this Warrant., unless at the time of exercise such shares are registered under the 1933 Act, shall bear a legend substantially similar to the following, in addition to any other legends
Appears in 1 contract
Samples: Warrant Agreement (Gliatech Inc)
Exercise. This Warrant (a) Subject to the provisions hereof, the Holder may be exercisedexercise this Warrant, in whole or in part, part and from time to time time, by the surrender of this Warrant (with the Notice of Exercise attached hereto as Appendix A duly executed) at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, and the payment by the Holder by delivering this Warrantcash, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, certified check payable to the Company or such person as wire transfer of immediately available funds to an account designated to the exercising Holder by the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase then applicable Warrant Price as then adjusted multiplied by the number of Warrant Shares then being purchased.
(b) On the date on which the Holder shall have satisfied in full the Holder's obligations set forth herein regarding an exercise of this Warrant (provided such date is prior to the Expiration Date), the Holder (or such other person or persons as directed by the Holder, subject to compliance with applicable securities laws) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such date.
(c) In the event of any exercise of the rights represented by this Warrant, certificates for the whole number of shares of Common Stock so purchased shall be delivered to the Holder (or such other person or persons as directed by the Holder, subject to compliance with applicable securities laws) as promptly as is reasonably practicable after such exercise, and, unless this Warrant has been fully exercised, a new Warrant representing the whole number of Warrant Shares, if any, with respect to which this Warrant is shall not then exercised. The Company have been exercised shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver also be issued to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as reasonably practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrant.
Appears in 1 contract
Samples: Warrant Agreement (Roomlinx Inc)
Exercise. This Warrant may be exercised, exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole or in part, from time upon delivery of written notice of intent to time by exercise to the Holder by delivering this WarrantCompany in the manner at the address of the Company set forth in Section 13 hereof, together with an Election this Warrant and payment to Purchase in the form attached hereto properly completed and duly executed by or on behalf Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or i) by certified or bank check, payable (ii) by the cancellation of all or a portion of debt outstanding to the order of Holder from the Company, in Company having an aggregate amount outstanding principal balance equal to the Purchase aggregate Exercise Price as then adjusted multiplied or (iii) by the number surrender of Shares as to which a portion of this Warrant is then exercised. The Company shall cancel where the Shares subject to the portion of this Warrant on any such exercise and, if such exercise that is partial, shall issue and deliver surrendered have a fair market value equal to the Holder aggregate Exercise Price. In the absence of an established public market for the Common Stock, fair market value shall be established by the Company's board of directors in a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercisedcommercially reasonable manner. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any Upon exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within 15 fifteen (15) days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of execute and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), this Warrant a certificate or certificates for the total number of fully paid and nonassessable whole Shares as to for which this Warrant is so exercisedbeing exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, plus, in lieu of any fractional shares to which the Holder would otherwise shall be entitled, cash equal entitled to such fraction multiplied by receive a new Warrant covering the greater number of (i) the then fair market value Shares in respect of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall not have been exercised, which new Warrant shall in all other respects be deemed issued on identical to this Warrant. The Company covenants and as agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the date issuance of such exercise and the Holder this Warrant or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners issuance of record thereof. any Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head upon exercise of this Warrant.
Appears in 1 contract
Samples: Stock Purchase Warrant (Digital Transmission Systems Inc \De\)
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from at any time to time on or before the Expiration Date (provided that if such date shall fall on a weekend or United States holiday, this Warrant may be exercised on the next succeeding business day), in each case by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the exercise form attached hereto properly completed and as Exhibit A duly executed by or on behalf such Registered Holder, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, in an aggregate amount equal to of the Purchase Price as then adjusted multiplied by payable in respect of the number of Shares as purchased upon such exercise.
(b) 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 is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver have been surrendered to the Holder a new WarrantCompany as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Shares are to be issuable as provided in subsection 1(c) below shall become the holder or holders of like tender, with respect to record of the Shares as so required to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as be represented by such certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in part and in compliance with subsection 1(a) above, and in any event within 15 ten (10) days thereafter, the Company at the Company's its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of of, and deliver delivered to, the Registered Holder, or, subject to the Holderterms and conditions hereof, to such other person or place as the such Registered Holder may direct (on upon payment by the such Registered Holder of any applicable transfer taxes and compliance with Section 7 hereof)taxes) may direct, a certificate new warrant or certificates warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of fully paid and nonassessable Shares as equal (without giving effect to which any adjustment therein) to the number of such Shares called for on the face of this Warrant is so exercised, plus, in lieu minus the number of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied Shares purchased by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of Registered Holder upon such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantsubsection 1(a) above.
Appears in 1 contract
Samples: Warrant Agreement (Nexx Systems Inc)
Exercise. (a) This Warrant may be exercised, exercised by the Holder hereof in whole full or in part, part at any time or from time to time by during the Holder by delivering this Warrant, together with an Election to Purchase exercise period specified in the first paragraph hereof until the Expiration Date by surrender of this Warrant and the subscription form attached annexed hereto properly completed and (duly executed by or on behalf of the Holder), to the Company or such person as Company's transfer agent and registrar for the Company may have appointed as warrant agentCommon Stock, at its principal office (or at with a copy to the office of such agent)Company, accompanied and by payment making payment, in cash or by certified or official bank check, check payable to the order of the Company, in an aggregate the amount equal to obtained by multiplying (a) the number of shares of Common Stock designated by the Holder in the subscription form by (b) the Purchase Price as then adjusted multiplied by in effect. On any partial exercise the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant, Warrant or Warrants of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes)tenor, in the name of and deliver to the Holder, Holder hereof or as the Holder may direct (on upon payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof)taxes) may request, a certificate providing in the aggregate on the face or certificates faces thereof for the purchase of the number of fully paid and nonassessable Shares as shares of Common Stock for which such Warrant or Warrants may still be exercised.
(b) Notwithstanding any other provision of this Warrant, in no event shall the Holder be entitled at any time to which purchase a number of shares of Common Stock on exercise of this Warrant is so exercisedin excess of that number of shares upon purchase of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and all persons whose beneficial ownership of shares of Common Stock would be aggregated with the Holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder, plus(each such person other than the Holder an "Aggregated Person" and all such persons other than the Holder, in lieu collectively, the "Aggregated Persons") (other than shares of Common Stock deemed beneficially owned through the ownership by the Holder and all Aggregated Persons of the Holder of the unexercised portion of this Warrant and the unexercised or unconverted portion of any fractional other security of the Company which contains similar provisions) and (2) the number of shares of Common Stock issuable upon exercise of the portion of this Warrant with respect to which the Holder determination in this sentence is being made, would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated result in beneficial ownership by the Holder as therein provided shall thereupon be deemed to be and all Aggregated Persons of the owner or owners Holder of record thereof. Shares more than 4.9% of the outstanding shares of Common Stock purchased pursuant to this Warrant Stock. For purposes of the immediately preceding sentence, beneficial ownership shall bear a restrictive securities legend similar be determined in substance to accordance with Section 13(d) of the one at 1934 Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the head of this Warrantimmediately preceding sentence.
Appears in 1 contract
Samples: Subscription Agreement (Titan Motorcycle Co of America Inc)
Exercise. This Subject to the conditions set forth herein, this Warrant is exercisable at any time prior to the Expiration Date with respect to all or any part of the shares of Common Stock set forth in the first paragraph of this Warrant. Any unexercised portion of this Warrant shall terminate on the Expiration Date. The Company agrees that the shares of Common Stock purchased under this Warrant shall be, and are deemed to be, issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which (a) this Warrant shall have been surrendered, properly endorsed, (b) the completed, executed Form of Subscription and Form of Investment Representation, if applicable, shall have been delivered and (c) full payment of the Stock Purchase Price in respect of such exercise shall have been made in cash or check for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company's expense promptly after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares of Common Stock which may be exercised, in whole or in part, from time to time by the Holder by delivering purchased under this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and promptly execute and deliver a new Warrant or Warrants of like tenor for the balance of the shares of Common Stock purchasable under the Warrant surrendered upon such purchase to the Holder a new Warrant, hereof. Each certificate for shares of like tender, with respect to Common Stock so delivered shall be in such denominations of Common Stock as may be requested by the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, Holder hereof and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), shall be registered in the name of and deliver to the such Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrant.
Appears in 1 contract
Exercise. 3.1 This Warrant may be exercised, in whole or in part, from time to time exercised by the Holder by delivering this Warrant(but only on the following conditions ) as to all or any increment or increments of 100 Shares (or the balance of the Shares if less than such number), on delivery of written notice of intent to exercise to the Company at the following address: 1000 XX 00xx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxxx, Xxxxxxx 00000 or such other address as the Company designates in a written notice to the Holder, together with an Election to Purchase in the form attached hereto properly completed this Warrant and duly executed by or on behalf of the Holder, payment to the Company or such person as of the Company may have appointed as warrant agent, at its principal office (or at aggregate Exercise Price of the office of such agent), accompanied by payment in cash or Shares so purchased. The Exercise Price will be payable by certified check or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercisedother certified funds. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any On exercise of this Warrant, the Company will as promptly as practicable, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of execute and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the total number of fully paid and nonassessable whole Shares as to for which this Warrant is so exercised, plus, being exercised in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied names and denominations as are requested by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjustedHolder. Any Shares as to which If this Warrant is exercised shall be deemed issued on and as with respect to less than all of the date of such exercise and Shares, the Holder is entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant has not been exercised, and such new Warrant will in all other respects be identical to this Warrant. The Holder will pay when due any and all state and federal issue taxes payable in respect of the issuance of this Warrant or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners issuance of record thereof. any Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head on exercise of this Warrant.
3.2 If the shares of the Company's Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the Target Price shall be proportionately adjusted by the ratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the total number of shares of Common Stock to be outstanding immediately after such event.
Appears in 1 contract
Samples: Stock Purchase Warrant (Triangle Imaging Group Inc)
Exercise. (a) This Warrant may be exercised, exercised by the Holder hereof in whole full or in part, part at any time or from time to time by during the Holder by delivering this Warrant, together with an Election to Purchase exercise period specified in the first paragraph hereof until the Expiration Date by surrender of this Warrant and the subscription form attached annexed hereto properly completed and (duly executed by or on behalf of the Holder), to the Company or such person as Company's transfer agent and registrar for the Company may have appointed as warrant agentCommon Stock, at its principal office (or at the office of such agent)and by making payment, accompanied by payment in cash or by certified or official bank check, check payable to the order of the Company, in an aggregate the amount equal to obtained by multiplying (a) the number of shares of Common Stock designated by the Holder in the subscription form by (b) the Purchase Price as then adjusted multiplied by in effect. On any partial exercise the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant, Warrant or Warrants of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes)tenor, in the name of and deliver to the Holder, Holder hereof or as the Holder may direct (on upon payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof)taxes) may request, a certificate providing in the aggregate on the face or certificates faces thereof for the purchase of the number of fully paid and nonassessable Shares as shares of Common Stock for which such Warrant or Warrants may still be exercised.
(b) Notwithstanding any other provision of this Warrant, in no event shall the Holder be entitled at any time to which purchase a number of shares of Common Stock on exercise of this Warrant is so exercisedin excess of that number of shares upon purchase of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and all persons whose beneficial ownership of shares of Common Stock would be aggregated with the Holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder, plus(each such person other than the Holder an "Aggregated Person" and all such persons other than the Holder, in lieu collectively, the "Aggregated Persons") (other than shares of Common Stock deemed beneficially owned through the ownership by the Holder and all Aggregated Persons of the Holder of the unexercised portion of this Warrant and any fractional other security of the Company which contains similar provisions) and (2) the number of shares of Common Stock issuable upon exercise of the portion of this Warrant with respect to which the Holder determination in this sentence is being made, would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated result in beneficial ownership by the Holder as therein provided shall thereupon be deemed to be and all Aggregated Persons of the owner or owners Holder of record thereof. Shares more than 4.9% of the outstanding shares of Common Stock purchased pursuant Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the immediately preceding sentence. For purposes of the second preceding sentence, the Company shall be entitled to this Warrant rely, and shall bear a restrictive securities legend similar be fully protected in substance relying, on any statement or representation made by the Holder to the one at the head Company in connection with a particular exercise of this Warrant, without any obligation on the part of the Company to make any inquiry or investigation or to examine its records or the records of any transfer agent for the Common Stock.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Equalnet Communications Corp)
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder on or before the Termination Date, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit I duly executed by or on behalf the Registered Holder at the principal executive offices of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, of the Warrant Price payable in an aggregate amount equal to the Purchase Price as then adjusted multiplied by respect of the number of Warrant Shares as purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof; provided, however, that the Warrant Price Shall never be less than $0.05 (the “Warrant Price Floor”).
(b) 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 is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). The Company At such time, the person or persons in whose name or names any certificates for Warrant Shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 twenty (20) days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), at its expense, will cause to be issued in the name of of, and deliver to delivered to, the Registered Holder, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable Warrant Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Registered Holder would otherwise shall be entitledentitled upon such exercise; and
(ii) in case such exercise is in part only, cash a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares as to which face of this Warrant is exercised shall be deemed issued on and as of minus the date number of such exercise and the Holder or the person or persons designated shares purchased by the Registered Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantupon such exercise.
Appears in 1 contract
Exercise. (a) This Warrant shall become exercisable by the Registered Holder only if, and at such time as, the following conditions have been satisfied:
(i) Within twenty days from the date of issuance of this Warrant, the Company shall have received a blanket purchase order issued by Creative (including entities affiliated with Creative), relating to the purchase by Creative of an aggregate of at least * of the Company's products during the twelve months following the date of issuance of this Warrant, on the terms set forth in the Distribution Agreement; AND
(ii) Concurrently with the issuance of such purchase order, Creative Technology Ltd. shall deliver funds in the amount of * to the Company, to be applied * , in accordance with Section 4.1(c) of the Distribution Agreement.
(b) Upon satisfaction of the conditions set forth in Section 1(a) above, this Warrant may be exercisedexercised by the Registered Holder at any time prior to the Expiration Date, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as EXHIBIT A duly executed by such Registered Holder or on behalf by such Registered Holder's duly authorized attorney, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash full by cash, check or by certified or bank check, payable to the order wire transfer of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by payable in respect of the number of Shares as shares of Common Stock purchased upon such exercise.
(c) 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 is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver have been surrendered to the Holder a new WarrantCompany as provided in Section 1(b) above. At such time, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder in whose name or names any certificates for Common Stock shall be issuable upon such exercise as therein provided in Section 1(e) below shall thereupon be deemed to be have become the owner holder or owners holders of record thereof. Shares of the Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantrepresented by such certificates.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Cambridge Soundworks Inc)
Exercise. This Warrant A. Each Stock Right represented by a Stock Right Certificate may be exercisedexercised during the Stock Right Exercise Period, in whole or in part, from time upon the terms and subject to time by the Holder by delivering this Warrant, together with an Election to Purchase conditions herein and in the applicable Stock Right Certificate. A Stock Right shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Stock Right Certificate representing such Stock Right, with the exercise form attached hereto properly completed and thereon duly executed by the Registered Holder thereof or on behalf of the Holder, his or her attorney duly authorized in writing (or if a Stock Right Certificate has not been issued to the Company or Registered Holder thereof, by such person other means as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by shall agree) together with payment in cash or by certified or bank personal check, or certified check made payable to the order of an escrow or segregated account to be designated by the Company, in or an aggregate amount equal to the applicable Purchase Price as then adjusted multiplied Price, has been received by the number of Shares as to which this Warrant is then exercisedCompany. Payment must be made in United States funds. The Company shall cancel this Warrant on any person entitled to receive the securities deliverable upon such exercise and, if shall be treated for all purposes as the holder of such exercise is partial, shall issue and deliver to securities as of the Holder a new Warrant, close of like tender, with respect to business on the Shares as to which this Warrant has not then been exercisedExercise Date. The Company will, or will direct its transfer agent to, issue, as As soon as practicable practicable, on or after any exercise of this Warrantthe Exercise Date, and in any event within 15 thirty (30) days thereafterafter such date, at if a Stock Right has been exercised, the Company shall promptly cause to be issued to the person or persons entitled to receive the same, the Series A Preferred Stock on the Company's expense books and records (including the payment by it of any applicable issue taxes)and, in the name of and if requested, shall deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the required whole number denominations to the persons entitled thereto). No adjustment shall be made in respect of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu dividends on any shares delivered upon exercise of any Stock Right.
B. The Company shall not issue any fractional shares Share interests upon the exercise of any Stock Right. In place of fractional Share interests, the Company shall issue to which the Holder would otherwise be entitledRegistered Holder, cash equal to such fraction multiplied by the greater of at his or her written election, either (i) a cash payment for such fractional interest equal to a pro rata portion of the then fair market value of such shares Purchase Price, or (ii) one additional whole share or option or warrant interest, as the case may be, upon the payment of the Registered Holder in the manner described above of an additional cash payment equal to the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of less the date of such exercise and the Holder cash payment he or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased she would otherwise receive pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantforegoing alternative (i).
Appears in 1 contract
Exercise. This Warrant may be exercised prior to its expiration pursuant to ss.2.4 hereof by the holder hereof at any time or from time to time, by surrender of this Warrant, with the form of subscription attached as EXHIBIT A hereto duly executed by such holder, to the Company at its principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised. Upon any exercise of this Warrant, in whole or in part, from time to time by the Holder by delivering this Warrant, together holder hereof may pay the aggregate Exercise Price with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, respect to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office shares of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to Common Stock for which this Warrant is then exercised. The Company shall cancel this Warrant on any being exercised (collectively, the "EXERCISE SHARES") by surrendering its rights to a number of Exercise Shares having a fair market value in excess of the aggregate Exercise Price for such exercise and, if such exercise Exercise Shares that is partial, shall issue and deliver equal to or greater than the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes)required aggregate Exercise Price, in which case the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for holder hereof would receive the number of fully paid and nonassessable Exercise Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder it would otherwise be entitledentitled upon such exercise, cash equal to such fraction multiplied by less the greater surrendered shares. For purposes of (i) this ss.2.1, the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares one share of Common Stock purchased pursuant to this Warrant as at any date shall bear a restrictive securities legend similar in substance be equal to the one at average of the head closing prices (if listed on a stock exchange or quoted on the NASDAQ National Market System or any successor thereto) or the average of this Warrantthe bid and asked prices (if quoted on NASDAQ or otherwise publicly traded) of the Common Stock on the five trading days preceding such date.
Appears in 1 contract
Exercise. This Warrant may be exercised, in whole or in part, from time to time exercised by the Holder by delivering this Warranthereof (but only on the conditions hereinafter set forth) as to all or any increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company at the following address: 1327 Xxxxx Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 xx such other address as the Company shall designate in a written notice to the Holder hereof, together with an Election this Warrant and payment to Purchase in the form attached hereto properly completed and duly executed by or on behalf Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or i) by certified or bank check, payable to (ii) by the order surrender of the Company, in Note or portion thereof having an aggregate amount outstanding principal balance equal to the Purchase aggregate Exercise Price as then adjusted multiplied or (iii) by the number surrender of Shares as to which a portion of this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver having a fair market value equal to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercisedaggregate Exercise Price. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any Upon exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within 15 fifteen (15) days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of execute and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), this Warrant a certificate or certificates for the total number of fully paid and nonassessable whole Shares as to for which this Warrant is so exercisedbeing exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, plus, in lieu of any fractional shares to which the Holder would otherwise shall be entitled, cash equal entitled to such fraction multiplied by receive a new Warrant covering the greater number of (i) the then fair market value Shares in respect of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall not have been exercised, which new Warrant shall in all other respects be deemed issued on identical to this Warrant. The Company covenants and as agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the date issuance of such exercise and the Holder this Warrant or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners issuance of record thereof. any Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head upon exercise of this Warrant.
Appears in 1 contract
Exercise. (a) This Warrant may be exercised, exercised by the Holder hereof in whole full or in part, part at any time or from time to time during the exercise period specified in the first paragraph hereof until the Expiration Date by surrender of this Warrant and the Holder by delivering this Warrant, together with an Election to Purchase subscription form in the form attached hereto properly completed and of EXHIBIT 1 to this Warrant (duly executed by or on behalf of the Holder, ) to the Company or such person as the Company may have appointed as warrant agentand by making payment, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified or official bank check, check payable to the order of the Company, in an aggregate the amount equal to obtained by multiplying (a) the number of shares of Common Stock designated by the Holder in the subscription form by (b) the Purchase Price as then adjusted multiplied in effect. If at the request of the Company the subscription form is delivered to the Company's transfer agent for the Common Stock, the Holder shall provide a copy of the subscription form to the Company at the time of exercise and the Company will confirm the exercise instructions given therein by notice to the number of Shares as to which this Warrant is then exercisedCompany's transfer agent within one Trading Day after receiving subscription form. The On any partial exercise the Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant, Warrant or Warrants of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes)tenor, in the name of and deliver to the Holder, Holder hereof or as the Holder may direct (on upon payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof)taxes) may request, a certificate providing in the aggregate on the face or certificates faces thereof for the purchase of the number of fully paid and nonassessable Shares as shares of Common Stock for which such Warrant or Warrants may still be exercised.
(b) Notwithstanding any other provision of this Warrant, in no event shall the Holder be entitled at any time to which purchase a number of shares of Common Stock on exercise of this Warrant is so exercised, plus, in lieu excess of any fractional that number of shares to upon purchase of which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater sum of (i1) the then fair market value number of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated Common Stock beneficially owned by the Holder as therein provided shall thereupon be deemed to be the owner or owners and all persons whose beneficial ownership of record thereof. Shares shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to would be aggregated with the one at Holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the head of this Warrant.1934 Act and Regulation 13D-G thereunder (each such person other than the Holder an "Aggregated
Appears in 1 contract
Samples: Subscription Agreement (Rmi Net Inc)
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit I duly executed by or on behalf such Registered Holder, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, of the Exercise Price payable in an aggregate amount equal to the Purchase Price as then adjusted multiplied by respect of the number of Shares as to which shares of Warrant Stock purchased upon such exercise.
(b) Each exercise of this Warrant is then exercisedshall be deemed to have been effected immediately prior to the close of business on the day on which the Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. The Company At such time, the person or persons in whose name or names any certificates for Warrant Stock shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 10 days thereafter, the Company at the Company's its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of of, and deliver delivered to, the Registered Holder, or, subject to the Holderterms and conditions hereof, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable Shares as full shares of Warrant Stock to which this Warrant is so exercised, such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the such 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, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head face of this Warrant, minus the number of such shares purchased by the Registered Holder upon such exercise as provided in subsection 1(a) above.
Appears in 1 contract
Samples: Warrant Agreement (Pivot Rules Inc)
Exercise. This Warrant These Warrants may be exercisedexercised by the holder hereof as to all or any increment or increments of 10,000 Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company at the following address: 7000 Xxxxx Xxxxx Road, Largo, Florida 33777 or such other address as the Company shall designate in whole a written notice to the Holder hereof, together with the Warrant and a certified or in part, from time cashier's check (or such other check as agreed to time by the Holder by delivering this Warrant, together with an Election to Purchase in and the form attached hereto properly completed and duly executed by or on behalf of the Holder, Company) payable to the Company or such person for the aggregate purchase price of the Shares so purchased. Upon exercise of any Warrants as aforesaid, the Company may have appointed shall as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase Price promptly as then adjusted multiplied by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrantpracticable, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of execute and deliver to the Holder, or as holder of the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), Warrant a certificate or certificates for the total number of fully Shares for which the Warrant is being exercised in such names and denominations as are requested by such holder. The Exercise Price may, at the election of any Holder, also be paid by setting off a dollar for dollar amount against any obligation owing to the Holder or its assigns by the Company, in which case the notice of exercise shall identify such election and nonassessable the obligation and amount to which the set-off applies. If any Warrant shall be exercised with respect to less than all of the Shares, the holder shall be entitled to receive a new Warrant covering the number of Shares as to in respect of which this Warrant is so shall not have been exercised, plus, which new Warrant shall in lieu all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes owed by the Company which may be payable in respect of the issuance of this Warrant or the issuance of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such upon exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrant.
Appears in 1 contract
Exercise. This Subject to SECTION 1 hereof, the purchase right represented by this Warrant may be exercisedexercised by the Holder hereof, in whole or in part, part and from time to time after the Initial Exercise Date, by the Holder by delivering surrender of this Warrant, together Warrant (with an Election to Purchase in the notice of exercise form attached hereto properly completed and as Exhibit A duly executed by or on behalf executed) at the principal office of the Holder, Company and by the payment to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase then applicable Warrant Price as then adjusted multiplied by the number of Warrant Shares then being purchased. The person or persons in whose name(s) any certificate(s) representing shares of Common Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the Holder(s) of record of, and shall be treated for all purposes as the record Holder(s) of, the shares represented thereby (and such shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is then exercised. The Company In the event of any exercise of the rights represented by this Warrant, certificates for the shares of stock so purchased shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver be delivered to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, hereof as soon as practicable after any exercise of this Warrant, possible and in any event within 15 30 days thereafterafter such exercise and, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof)unless this Warrant has been fully exercised, a certificate or certificates for new Warrant representing the number portion of fully paid and nonassessable Shares as the Warrant Shares, if any, with respect to which this Warrant is so exercised, plus, in lieu of any fractional shares shall not then have been exercised shall also be issued to which the Holder would otherwise be entitled, cash equal to hereof as soon as possible and in any event within such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrant30-day period.
Appears in 1 contract
Samples: Warrant Agreement (Madison Run, LLC)
Exercise. This The holder of this Warrant will furnish at least 30 days' prior written notice to the Company of its intention to exercise Warrant B (three days' prior written notice in the event that the Warrant B Exercise Date occurs due to a Change of Control Triggering Event or Bankruptcy Triggering Event). Such notice, once given shall be irrevocable. Subject to the Company's repurchase right following the receipt of such notice, as provided in Section 7.4 hereof, Warrant B may be exercisedexercised by the holder hereof, in whole or but not in part, from time during normal business hours on any Business Day on or after the Warrant B Exercise Date and prior to time the Warrant B Expiration Date, by surrender of this Warrant to the Holder Company at its office maintained pursuant to Section 16.2(a) hereof, accompanied by delivering this Warrant, together with an Election to Purchase a subscription in substantially the form attached hereto properly completed and to this Warrant as Exhibit A (or a reasonable facsimile thereof) duly executed by or on behalf of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), holder and accompanied by payment payment, (i) in cash or by wire transfer of immediately available funds, (ii) by certified or official bank check, check payable to the order of the Company, in an aggregate amount equal (iii) if any Junior Subordinated Notes shall be outstanding, by delivery to the Purchase Price as then adjusted multiplied Company of a principal amount of such Junior Subordinated Notes (including all accrued and unpaid interest thereon), or (iv) by any combination of such methods (provided that at least the par value of the shares of Preferred Stock issuable upon exercise shall have been paid in cash), in each case in the amount of the Warrant B Price, and such holder shall thereupon be entitled to receive the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise andduly authorized, if such exercise is partialvalidly issued, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu shares of any fractional shares to which Preferred Stock set forth on the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head face of this Warrant.
Appears in 1 contract
Exercise. This Warrant may be exercisedexercised at any time or from time to time, but only during the period specified in Section 1 of this Warrant, on any day that is a business day, for all or any part of the number of shares of Common Stock purchasable upon its exercise; provided, however, that this Warrant shall be void and all rights represented hereby shall cease unless exercised before the Expiration Date. In order to exercise this Warrant, in whole or in part, from time to time by the Holder by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, hereof shall deliver to the Company or such person as the Company may have appointed as warrant agent, at its principal office at 6922 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, xx at such other office as shall be designated in writing to the Holder by the Company, (or at the office i) a written notice of such agent)Holder's election to exercise this Warrant, accompanied by payment in which notice shall specify the number of shares of Common Stock to be purchased pursuant to such exercise, (ii) cash or by a certified or bank check, cashier's check payable to the order of the Company, Company in an aggregate amount equal to the Purchase Price aggregate purchase price for all shares of Common Stock to be purchased pursuant to such exercise, or in lieu of such payment, an election for cashless exercise as then adjusted multiplied provided herein, and (iii) this Warrant. Such notice may be given 21 by the Subscription Form appearing at the end of this Warrant. Upon receipt thereof, the Company shall, as promptly as practicable, execute or cause to be executed and delivered to such Holder a certificate or certificates representing the aggregate number of Shares full shares of Common Stock issuable upon such exercise. The stock certificates so delivered shall be registered in the name of such Holder or such other person as Holder shall designate. Holder acknowledges that the stock certificates shall bear a restrictive legend comparable to which that appearing on the face of this Warrant. This Warrant shall be deemed to have been exercised and such certificates shall be deemed to have been issued, and the Holder or any other person so designated shall be deemed to have become a holder of record of such shares for all purposes, as of the date said notice, together with payment (or election of cashless exercise) and this Warrant, are received by the Company. If this Warrant is then exercised. The shall have been exercised in part, the Company shall cancel this Warrant on any such exercise andshall, if such exercise is partialat the time of delivery of the stock certificates, shall issue and deliver to the Holder a new Warrant, Warrant evidencing the right of like tender, the Holder to purchase the number of shares of Common Stock with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrant.
Appears in 1 contract
Samples: Side Agreement (Efax Com Inc)
Exercise. This Warrant Commencing on the First Borrowing Date, prior to December 31, 2000, the Warrants may be exercised, in whole or in part, exercised from time to time by the Holder by delivering this Warrantholder thereof (but only on the conditions hereinafter set forth) as to fifty percent (50%) of the Warrants and after December 31, 2000, as to all of the Warrants, or any increment or increments of one (1) Share thereof, upon delivery of written notice of intent to exercise to the Issuer at the address set forth in Section 16 hereof, together with an Election to Purchase in the form attached hereto properly completed Warrant Certificate(s) and duly executed by or on behalf of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified or bank check, a check payable to the order Issuer for the aggregate purchase price of the CompanyShares so purchased. Subject to any regulatory approvals or notifications required for the Issuer to issue any Shares, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any upon exercise of this Warrantthe Warrants, the Issuer shall as promptly as practicable, and in any event within 15 ten (10) days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of execute and deliver to the Holder, or as holder of the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), Warrants a certificate or certificates for the total number of fully paid and nonassessable Shares as for which the Warrants are being exercised in the name of the Administrative Agent or a permitted transferee under Section 4(a) hereof. If the Warrants are exercised with respect to which this fewer than all of the Shares, the holder shall be entitled to receive one or more new Warrant is so exercised, plusCertificate(s), in lieu the same form as the original, covering the number of Shares in respect of which the Warrants have not been exercised ("Replacement Warrant Certificate(s)"). The Issuer covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of the Warrants, Warrant Certificate(s) or any Replacement Warrant Certificate(s), or in respect of the issuance of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as upon exercise of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this WarrantWarrants.
Appears in 1 contract
Samples: Stock Purchase Warrant Agreement (Eschelon Telecom Inc)
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit I duly executed by the Registered Holder or on behalf by the Registered Holder’s duly authorized attorney, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, in an aggregate amount equal to of the Purchase Price as then adjusted multiplied by payable in respect of the number of Warrant Shares as purchased upon such exercise.
(b) 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 is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). The Company At such time, the person or persons in whose name or names any certificates for Warrant Shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 10 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), at its expense, will cause to be issued in the name of of, and deliver to delivered to, the Registered Holder, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable full Warrant Shares as to which this Warrant is so exercised, the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the 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, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or called for on the face of this Warrant minus the sum of (iia) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date number of such exercise and the Holder or the person or persons designated shares purchased by the Registered Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantupon such exercise.
Appears in 1 contract
Exercise. This Warrant may be exercised, exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole or in part, from time upon delivery of written notice of intent to time by exercise to the Holder by delivering this WarrantCompany in the manner at the address of the Company set forth in Section 10 hereof, together with an Election this Warrant and payment to Purchase in the form attached hereto properly completed and duly executed by or on behalf Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or i) by certified or bank check, payable to ; (ii) by the order surrender of that Secured Promissory Note in the name of the CompanyHolder dated June 18, in 1997 or portion thereof having an aggregate amount outstanding principal balance equal to the Purchase Price as then adjusted multiplied aggregate Exercise Price; or (iii) by the number surrender of Shares as to which a portion of this Warrant is then exercised. The Company shall cancel where the Shares subject to the portion of this Warrant on any such exercise and, if such exercise that is partial, shall issue and deliver surrendered have a fair market value equal to the Holder aggregate Exercise Price. In the absence of an established public market for the Common Stock, fair market value shall be established by the Company's board of directors in a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercisedcommercially reasonable manner. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any Upon exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within 15 fifteen (15) days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of execute and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), this Warrant a certificate or certificates for the total number of fully paid and nonassessable whole Shares as to for which this Warrant is so exercisedbeing exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, plus, in lieu of any fractional shares to which the Holder would otherwise shall be entitled, cash equal entitled to such fraction multiplied by receive a new Warrant covering the greater number of (i) the then fair market value Shares in respect of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall not have been exercised, which new Warrant shall in all other respects be deemed issued on identical to this Warrant. The Company covenants and as agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the date issuance of such exercise and the Holder this Warrant or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners issuance of record thereof. any Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head upon exercise of this Warrant.
Appears in 1 contract
Samples: Stock Purchase Warrant (Dynagen Inc)
Exercise. This (a) The Warrant issued hereunder may be exercisedexercised by the Holder, in whole or in part, at any time or from time to time during normal business hours on any business day on or prior to the earlier to occur of (i) 5:00 p.m. (New York City time) on __________ __, 2007 (or if such date is not a business day, the next business day thereafter) and (ii) the date and time of the consummation of a consolidation or merger to which the Corporation is a party or the sale or conveyance of the property of the Corporation as an entirety or substantially as an entirety which, in each case, is effected in such a manner that the holders of Class A Shares are entitled to receive cash or other property (other than stock or other securities) with respect to or in exchange for their Class A Shares (the date and time of the earlier to occur of such events is, the "Expiration Date"), by surrender of the Warrant to the Corporation at the address referred to in Section 11 hereof or such other place designated by the Corporation in writing delivered to the Holder, accompanied by a form of Warrant Exercise, in substantially the form attached as Exhibit A to the Warrant (or a reasonable facsimile thereof), duly executed by the Holder by delivering this Warrantand, together with an Election to Purchase in unless the form attached hereto properly completed and duly executed by or on behalf Holder is exercising the Warrant using the "cashless exercise" provisions of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)Section 3(e) below, accompanied by payment payment, in cash (including by wire transfer) or by certified or official bank check, check payable to the order of the Company, Corporation in an aggregate the amount equal to the Purchase Price as then adjusted multiplied obtained by multiplying (a) the number of Class A Shares designated in such Warrant Exercise by (b) the Exercise Price (as defined below), and the Holder shall thereupon be entitled to which receive the number of duly authorized, validly issued, fully paid and nonassessable Class A Shares determined as provided in Section 4 hereof. The Corporation shall deliver written notice to any Holder at least 10 business days prior to the anticipated date of consummation of any transaction described in clause (ii) of this Section 3(a) and, at the option of such Holder, any exercise thereby of this Warrant is then exercised. The Company shall cancel this Warrant on may be made conditional upon the occurrence of the transaction described in any such notice, and any such exercise and, may be rescinded if such exercise transaction is partial, not consummated. Delivery by the Corporation of the written notice contemplated by the immediately preceding sentence in connection with any transaction described in clause (ii) of this Section 3(a) shall issue and deliver be a condition to the Holder occurrence of the Expiration Date under such clause (ii) as a new Warrantresult of the consummation of such transaction.
(b) Subject to Section 3(e) hereof, each exercise of like tender, with respect the Warrant under Section 3(a) hereof shall be deemed to have been effected when the Warrant shall have been surrendered to the Corporation as provided in such Section 3(a) accompanied by the items required by such Section 3(a) hereof, and at such time the party in whose name any certificate for Class A Shares shall be issuable upon such exercise as provided in Section 3(c) hereof shall be deemed to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as have become the holder of record thereof.
(c) As soon as practicable after any each exercise of this the Warrant, and in any event within 15 whole or in part (but no later than five business days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), the Corporation will cause to be issued in the name of and deliver delivered to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrant.following:
Appears in 1 contract
Samples: Stockholders Agreement (Loews Cineplex Entertainment Corp)
Exercise. This Warrant may Option shall be exercised, in whole or in part, from time to time exercised by the Holder by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf of the Holder, delivery to the Company or such person as the Company may have appointed as warrant agent, at its principal office of (or at the office a) written notice of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime. The Optionee also may make payment of the exercise price (a) through a special sale and remittance procedure pursuant to which this Warrant is then exercised. The the Optionee shall concurrently provide irrevocable written instructions (i) to a Company designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Company by reason of such purchase and (ii) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction; or (b) by a cashless exercise mechanism approved by the Company in compliance with Section 402 of the Sarbanes Oxley Act; in which the Optionee shall surrender the Option to the Company, and the Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver the Optionee the number of shares determined as follows: X = Y (A-B) /A where: X = the number of shares to be issued to the Holder a new Warrant, Optionee. Y = the number of like tender, shares with respect to which the Shares as to which this Warrant has not then been Option is being exercised. The Company willA = the closing sale price of the Common Stock on the date of exercise, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to absence thereof, the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise, and B = the option exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantprice.
Appears in 1 contract
Samples: Consultant Nonstatutory Stock Option Agreement (Medizone International Inc)
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit I duly executed by or on behalf such Registered Holder, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, in an aggregate amount equal to of the Purchase Price as then adjusted multiplied by payable in respect of the number of Warrant Shares as purchased upon such exercise.
(b) 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 is then exercisedshall have been surrendered to the Company as provided in Section 2(a) above. The Company At such time, the person or persons in whose name or names any certificates for Warrant Shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in Section 2(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 days thereafterthe Company, at the Company's expense (including the payment by it of any applicable issue taxes)its expense, will cause to be issued in the name of of, and deliver to delivered to, the Registered Holder, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable full Warrant Shares as to which this Warrant is so exercised, the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 4 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares as to which face of this Warrant is exercised minus the number of such shares purchased by the Registered Holder upon such exercise.
(d) The Company shall be deemed issued responsible for any and all taxes arising from the granting and/or exercise of this Warrant (other than taxes on and as the transfer of this Warrant or on the income of the date of such exercise Registered Holder), including, but not limited to, all documentary and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantstamp taxes.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Spyglass Inc)
Exercise. This Warrant (a) During the period that the Option is exercisable, it may be exercised, exercised in whole full or in part, from time to time part by the Holder Grantee, his or her legal representatives, guardian or Successor, as defined in the Plan, by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf mailing written notice of the Holder, exercise to the Company Secretary of AMCE. The written notice shall be signed by each person entitled to exercise the Option and shall specify the address and Social Security number of each such person. If any person other than the Grantee purports to be entitled to exercise all or such person as any portion of the Company may have appointed as warrant agentOption, at its principal office (or at the office of such agent), written notice shall be accompanied by proof, satisfactory to the Secretary of AMCE, of that entitlement.
(b) The written notice shall be accompanied by full payment of the exercise price for the shares as to which the Option is exercised either (i) in cash or by cash, certified or bank checkcashier's check or money order, payable to the order of the CompanyAMCE, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) in shares of AMCE Common Stock evidenced by certificates either endorsed or with stock powers attached transferring ownership to AMCE, with an aggregate Fair Market Value (as defined in the Purchase Price Plan) equal to said exercise price on the date the written notice is received by the Secretary, or (iii) in any combination of the foregoing.
(c) Notwithstanding the provisions of subsection (b) next above, shares acquired through the exercise of an Incentive Stock Option granted under the Plan or any predecessor stock option plan providing for options on shares of AMCE Common Stock may be used as then adjusted. Any Shares as to which this Warrant is exercised payment at exercise hereunder only if such shares have been held for at least 12 months following such acquisition.
(d) The written notice of exercise will be effective and the Option shall be deemed issued exercised to the extent specified in the notice on and as the date that the written notice (together with required accompaniments respecting payment of the date of such exercise and the Holder or the person or persons designated price) is received by the Holder as therein provided shall thereupon be deemed to be the owner or owners Secretary of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one AMCE at the head of this Warrantits then executive offices during regular business hours.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Amc Entertainment Inc)
Exercise. This (a) Subject to the requirements of Section 4, this Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in the purchase form attached appended hereto properly completed and as Exhibit I duly executed by such Registered Holder or on behalf by such Registered Holder's duly authorized attorney, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the United States, or with an equal principal amount the Company's 6% Subordinated Notes due September 1, in an aggregate amount equal to 2001, of the Purchase Price as then adjusted multiplied by payable in respect of the number of shares of Warrant Shares as purchased upon such exercise.
(b) 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 is then exercisedshall have been surrendered to the Company as provided in subsection l(a) above. The Company At such time, the person or persons in whose name or names any certificates for warrant shares shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 10 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), at its expense, will cause to be issued in the name of of, and deliver to delivered to, the Registered Holder, or as the such Holder may direct (on upon payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) as the Holder may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable full Warrant Shares as to which this Warrant is so exercised, such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 2 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares called for on the face or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of minus the date number of such exercise and the Holder or the person or persons designated shares purchased by the Registered Holder upon such exercise as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantsubsection l(a) above.
Appears in 1 contract
Samples: Warrant Agreement (Emcore Corp)
Exercise. This Warrant may be exercisedexercised in whole or in part at any time or from time to time after the date hereof and on or before the fifth anniversary of the date hereof (the "Expiration Date"), unless otherwise extended pursuant to the terms of the Agreement. In order to exercise this Warrant, in whole or in part, from time the Holder hereof shall deliver to time the Company at its principal office at 00000 Xxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other office as shall be designated by the Holder by delivering Company pursuant to the Agreement:
(a) written notice of the Holder's election to exercise this Warrant, together with an Election to Purchase which notice shall be substantially in the form attached hereto properly completed and duly executed by or on behalf of the Holder, attached "Subscription Form" and shall specify the number of shares of Common Stock to be purchased pursuant to such exercise;
(b) either (i) a wire transfer of immediately available funds to the Company or such person (ii) notice that the Exercise Price is satisfied by reduction of the number of shares to be received by the Holder upon exercise of this Warrant as provided in Section 4 below, with the Company may have appointed as warrant agent, at its principal office (or at the office amount of such agent), accompanied by payment reduction specified in cash such notice; in each case such wire transfer or by certified or bank check, payable to reduction in the order number of the Company, shares shall be in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number aggregate purchase price for all shares of Shares as Common Stock to which be purchased pursuant to such exercise; and
(c) this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tenderproperly endorsed. Upon receipt thereof, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issueshall, as soon promptly as practicable after any exercise of this Warrantpracticable, and in any event within 15 ten (10) days thereafter, at execute or cause to be executed and delivered to the Company's expense (including Holder a certificate or certificates representing the payment by it aggregate number of any applicable issue taxes), full shares of Common Stock issuable upon such exercise. The stock certificate or certificates so delivered shall be registered in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes or such other name as shall be designated in said notice. This Warrant shall be deemed to have been exercised and compliance with Section 7 hereof), a such certificate or certificates for the number of fully paid shall be deemed to have been issued, and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise or any other person so designated to be entitled, cash equal named therein shall be deemed to such fraction multiplied by the greater have become a Holder of (i) the then fair market value record of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and for all purposes, as of the date of such exercise that said notice, together with said payment and this Warrant, is received by the Company as aforesaid (the "Exercise Date"). Except as otherwise provided in the Agreement or this Warrant, the Holder of this Warrant shall not, by virtue of its ownership of this Warrant, be entitled to any rights of a stockholder in the Company, either at law or the person or persons designated by in equity; provided, however, that the Holder as therein provided shall thereupon shall, for all purposes, be deemed to be have become the owner or owners Holder of record thereofof such shares on the Exercise Date. Shares If the exercise is for less than all of the shares of Common Stock purchased pursuant to issuable as provided in this Warrant, the Company shall issue a new Warrant shall bear a restrictive securities legend similar in substance of like tenor and date for the balance of such shares issuable hereunder to the one at Holder. The Holder of this Warrant, by its acceptance hereof, consents to and agrees to be bound by and to comply with all of the head provisions of this Warrant.
Appears in 1 contract
Exercise. This Warrant may be exercisedIf the FPC Shareholder proposes to make a sale, in whole a bona fide arm's-length transaction or in partseries of related transactions to a Person that is not an Affiliate of or not controlled by an entity comprising the FPC Shareholder or FPC, from time to time of at least 50% of its Shares (including those Shares issuable upon exercise or conversion of Equity Securities then exercisable or convertible by the Holder FPC Shareholder including vested Options and Options which become exercisable at or prior to the Drag-Along Sale) then held by delivering this Warrantthe FPC Shareholder to a Proposed Transferee (the "DRAG ALONG SALE"), together with an Election including pursuant to Purchase in a share sale, merger, business combination, recapitalization, consolidation, reorganization, restructuring or similar transaction, the form attached hereto properly completed and duly executed by or on behalf FPC Shareholder shall have the right (a "DRAG-ALONG RIGHT"), exercisable upon 15 days' prior written notice to the Management Investors, to require the Management Investors to sell their Shares and, at the election of the HolderFPC Shareholder, Equity Securities and Options (whether vested or unvested) equal to (a) the Company total number of Shares owned by such Management Investors, plus the total number of Shares then issuable upon the exercise of Options (whether vested or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agentunvested), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by (b) a fraction (i) the numerator of which is the number of Shares as the FPC Shareholder proposes to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver sell to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, Proposed Transferee and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as denominator of which is the total number of Shares held by the FPC Shareholder plus the total number of Shares then adjusted. Any Shares as issuable upon exercise or conversion of any Equity Securities, if applicable, then exercisable or convertible by the FPC Shareholder, to which this Warrant is exercised the Proposed Transferee on the same terms and conditions and at the same price (in the case of Options, the purchase price of each Option shall be deemed issued on and as equal to the purchase price attributable to the number of Shares issuable upon exercise of such Option at the time of the date of Drag-Along Sale less the exercise price thereof) as the FPC Shareholder would receive in connection with such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warranttransaction.
Appears in 1 contract
Samples: Management Shareholders' Agreement (United National Group LTD)
Exercise. (a) This Warrant may be exercised, in whole or in -------- part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to Purchase in at the form attached hereto properly completed and duly executed by or on behalf of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the order of the Company, with the Election to Exercise form set forth at the end hereof duly executed, and by paying in an aggregate amount equal to full, the Purchase Warrant Price as then adjusted multiplied by the number for each share of Shares Common Stock as to which this Warrant is then exercisedexercised and any applicable taxes, other than taxes that the Company is required to pay hereunder. The Company shall cancel this Warrant on any such exercise andSuch payment may be (i) in cash or by bank check or (ii) by transfer of all or a portion of a Note or Notes duly endorsed by, if such exercise is partialor accompanied by appropriate instruments of transfer duly executed by, shall issue the registered holder or by his duly authorized attorney, valued at the principal amount thereof and deliver to accrued and unpaid interest thereon (other than unpaid interest not payable until the Holder a new Warrant, of like tenderDue Date (as defined in the Notes), with respect to any excess of the Shares as to which this Warrant has not then been exercised. The Company will, Price over such value paid in cash or will direct its transfer agent to, issue, as by bank check.
(b) As soon as practicable after any the exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including Company shall cause to be issued to or upon the payment by it order of any applicable issue taxes), in the name holder of and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), this Warrant a certificate or certificates for the number of fully paid and nonassessable Shares as full shares of Common Stock to which he is entitled, registered in such name or names as may be directed by him.
(c) Anything contained herein to the contrary notwithstanding, the Company shall not be required to issue any fraction of a share in connection with the exercise of this Warrant, but in any case where the holder hereof would, except for the provisions of this Section 2.03, be entitled under the terms of this Warrant is so exercisedto receive a fraction of a share upon the exercise of hereof, plusthe Company shall, upon the exercise of this Warrant and receipt of the Warrant Price, issue a certificate for the largest number of full shares of Common Stock then called for hereby and pay a sum in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such fraction of a share (based upon the closing market price of the Common Stock on the principal stock exchange on which it is listed (or, if not listed on any stock exchange, the last sale price on the NASDAQ National Market System, or if not listed or admitted to trading on such system, the closing bid price in the over-the-counter market) on the day preceding such exercise). The Warrantholder by his acceptance of this Warrant expressly waives his right to receive any fraction of a share.
(d) All shares of Common Stock issued upon the exercise of this Warrant shall be validly issued, fully paid and non-assessable, and the Company shall pay all taxes in respect of the issue thereof. The Company shall not be required, however, to pay any tax imposed in connection with any transfer involved in the issuance of a certificate for shares of Common Stock or any other securities in any name other than that of the holder of this Warrant; and in such case the Company shall not be required to issue or deliver any such certificate until such tax shall have been paid.
(iie) Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the Purchase Price as then adjusted. Any Shares as to holder of record of such shares on the date on which this Warrant is exercised shall be deemed issued on was surrendered and as payment of the purchase price and any applicable taxes was made, irrespective of the date of delivery of such exercise certificate, except that, if the date of such surrender and payment is a date when the Holder or stock transfer books of the Company are closed, such person or persons designated by the Holder as therein provided shall thereupon be deemed to be have become the owner or owners holder of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one such shares at the head close of this Warrantbusiness on the next succeeding date on which the stock transfer books are open.
Appears in 1 contract
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrendering this Warrant, together with an Election to the Purchase in the form attached Form appended hereto properly completed and as Exhibit A duly executed by or on behalf such Registered Holder, at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash full, by bank or by certified or bank check, payable to the order check in lawful money of the CompanyUnited States, in an aggregate amount equal to of the Purchase Price as then adjusted multiplied by payable in respect of the number of Shares as shares of Warrant Stock purchased upon such exercise.
(b) 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 is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above. The Company At such time, the person or persons in whose name or names any certificates for Warrant Stock shall cancel this Warrant on any be issuable upon such exercise and, if as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as certificates.
(c) As soon as practicable after any the exercise of this WarrantWarrant in full or in part, and in any event within 15 ten (10) days thereafter, the Company at the Company's its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of of, and deliver delivered to, the Registered Holder, or, subject to the Holderterms and conditions hereof, or as the Registered Holder may direct (on upon payment by the Registered Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable Shares as full shares of Warrant Stock to which this Warrant is so exercised, such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional shares share to which the such 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, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to such fraction multiplied by any adjustment therein) to the greater of (i) the then fair market value number of such shares or (ii) called for on the Purchase Price as then adjusted. Any Shares as to which face of this Warrant is exercised shall be deemed issued on and as of minus the date number of such exercise and the Holder or the person or persons designated shares purchased by the Registered Holder upon such exercise as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantsubsection 1(a) above.
Appears in 1 contract
Exercise. This Warrant warrant may be exercised, in whole or in part, from time to time exercised by the Holder by delivering this Warranthereof (but only on the conditions hereinafter set forth) as to all or any increment or increments of one Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company at the following address: 7955 Xxxx Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxx 00000 xx such other address as the Company shall designate in a written notice to the Holder hereof, together with an Election this Warrant and payment to Purchase in the form attached hereto properly completed and duly executed by or on behalf Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or i) by certified or bank check, payable to (ii) by the order surrender of the Company, in Note or portion thereof having an aggregate amount outstanding principal balance equal to the Purchase aggregate Exercise Price as then adjusted multiplied or (iii) by the number surrender of Shares as to which a portion of this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver having a fair market value equal to the Holder a new Warrant, aggregate Exercise Price. Upon receipt of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any notice of exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within 15 fifteen (15) days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of execute and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), this Warrant a certificate or certificates for the total number of fully paid and nonassessable whole Shares as to for which this Warrant is so exercisedbeing exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, plus, in lieu of any fractional shares to which the Holder would otherwise shall be entitled, cash equal entitled to such fraction multiplied by receive a new Warrant covering the greater number of (i) the then fair market value Shares in respect of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall not have been exercised, which new Warrant shall in all other respects be deemed issued on identical to this Warrant. The Company covenants and as agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the date issuance of such exercise and the Holder this Warrant or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners issuance of record thereof. any Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head upon exercise of this Warrant.
Appears in 1 contract
Exercise. (a) This Warrant may be exercisedexercised by the Registered Holder, in whole or in part, from time to time by the Holder by delivering surrender of this Warrant, together Warrant (with an Election to Purchase in the form Notice of Exercise Form attached hereto properly completed and duly executed by or on behalf such Registered Holder) at the principal office of the HolderCompany, to the Company or at such person other office or agency as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent)designate, accompanied by payment in cash or by certified or bank checkfull, payable to the order in lawful money of the CompanyUnited States, in of an aggregate amount equal to the Purchase then applicable Exercise Price as then adjusted multiplied by the number of Warrant Shares as then being purchased upon such exercise, subject to the cashless exercise provisions set forth in Section 2.3(b) of this Warrant.
(b) 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 is then exercisedshall have been surrendered to the Company as provided in subsection 1(a) above, if so surrendered prior to 5:00 p.m., New York City time, or if surrendered after 5:00 p.m., New York City time, as of the next business day. The Company At such time, the person or persons in whose name or names any certificates for Warrant Shares shall cancel be issuable upon such exercise as provided in subsection 1(c ), below, shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.
(c) Unless exercising this Warrant on any such in its entirety (or the then existing remainder of this Warrant in its entirety), exercises hereunder shall be only in full share increments. Within five (5) business days after the exercise andof the purchase right represented by this Warrant, if such exercise is partialthe Company at its expense will use its best efforts to cause to be issued in the name of, shall issue and deliver delivered to, the Registered Holder, or, subject to the Holder terms and conditions hereof (including the requirement that there be a new Warrant, of like tender, registration statement then in effect with respect to the Shares transfers or an exemption therefrom), to such other individual or entity as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense such Holder (including the upon payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment by the such Holder of any applicable transfer taxes and compliance with Section 7 hereof), taxes) may direct:
(i) a certificate or certificates for the number of fully paid and nonassessable full Warrant Shares as to which this Warrant is so exercised, plussuch Registered Holder shall be entitled upon such exercise (and, in lieu of any fractional shares share to which the such Registered Holder would otherwise be entitled, cash equal in an amount determined pursuant to Section 3 hereof), and
(ii) in case such fraction multiplied by exercise is in part only, a new warrant or warrants (dated the greater date hereof) of (i) like tenor, stating on the then fair market value face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares or (ii) purchased by the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of Registered Holder upon such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantsubsection 1(a) above.
Appears in 1 contract
Exercise. This Warrant may be exercised, in whole or in part, from time to time exercised by the Holder by delivering this Warranthereof (but only on the conditions hereinafter set forth) as to all or any increment or increments of One Hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company at the following address: 11415 West X-00 Xxxxxxxx Xxxx, Xxxxx, Xxxxx Xxxxx, XX 00000, or such other address as the Company shall designate in a written notice to the Holder hereof, together with an Election this Warrant and payment to Purchase in the form attached hereto properly completed and duly executed by or on behalf Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, to the Company or such person as the Company may have appointed as warrant agent, at its principal office (or at the office of such agent), accompanied by payment in cash or i) by certified or bank check, payable to (ii) by the order surrender of the Company, in Note or portion thereof having an aggregate amount outstanding principal balance equal to the Purchase aggregate Exercise Price as then adjusted multiplied or (iii) by the number surrender of Shares as to which a portion of this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver having a fair market value equal to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercisedaggregate Exercise Price. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any Upon exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within 15 fifteen (15) days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of execute and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), this Warrant a certificate or certificates for the total number of fully paid and nonassessable whole Shares as to for which this Warrant is so exercisedbeing exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, plus, in lieu of any fractional shares to which the Holder would otherwise shall be entitled, cash equal entitled to such fraction multiplied by receive a new Warrant covering the greater number of (i) the then fair market value Shares in respect of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall not have been exercised, which new Warrant shall in all other respects be deemed issued on identical to this Warrant. The Company covenants and as agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the date issuance of such exercise and the Holder this Warrant or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners issuance of record thereof. any Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head upon exercise of this Warrant.
Appears in 1 contract
Samples: Loan Agreement (Data National Corp)
Exercise. This Warrant Except as otherwise provided in the Plan, a Stock Option may be exercised, exercised in whole or in part, from time part by giving written notice thereof to time by the Holder by delivering this Warrant, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf Secretary of the HolderBank, or his designee, identifying the Stock Option being exercised, the number of shares of Common Stock with respect thereto, and other information pertinent to the Company exercise of the Stock Option. The purchase price of the shares of Common Stock with respect to which a Stock Option is exercised shall be paid with the written notice of exercise, either in cash or such person as the Company may have appointed as warrant agentin Common Stock, including Common Stock issuable hereunder, at its principal office (then current fair market value, or at the office any combination of such agent), accompanied by payment in cash or Common Stock. Funds received by certified or bank check, payable the Bank from the exercise of any Stock Option shall be used for its general corporate purposes. The number of shares of Common Stock subject to the order of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied a Stock Option shall be reduced by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, shares of like tender, Common Stock with respect to which the Shares Nonemployee Director has exercised rights under the related Stock Option Agreement. If the Bank or its shareholders execute an agreement to dispose of all or substantially all of the Bank's assets or capital stock by means of sale, merger, consolidation, reorganization, liquidation or otherwise, as a result of which the Bank's shareholders as of immediately before such transaction will not own at least fifty percent (50%) of the total combined voting power of all classes of voting capital stock of the surviving entity (be it the Bank or otherwise) immediately after the consummation of such transaction, thereupon any and all outstanding Stock Options shall immediately become exercisable until the consummation of such transaction, or if not consummated, until the agreement therefor expires or is terminated, in which case thereafter all Stock Options shall be treated as if the agreement never had been executed. If during any period of two (2) consecutive years, the individuals, who at the beginning of such period, constituted the Board, cease for any reason to which this Warrant constitute at least a majority of the Board (unless the election of each director of the Board, who was not a director of the Board at the beginning of such period, was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) thereupon any and all outstanding Stock Options shall immediately become exercisable. If there is an actual, attempted or threatened change in the ownership of at least twenty-five percent (25%) of any class of voting stock of the Bank through the acquisition of, or an offer to acquire, such percentage of the Bank's voting stock by any person or entity, or persons or entities acting in concert or as a group, and such acquisition or offer has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of and deliver to the Holder, or as the Holder may direct (on payment duly approved by the Holder of Board, thereupon any applicable transfer taxes and compliance with Section 7 hereof), a certificate or certificates for the number of fully paid and nonassessable Shares as to which this Warrant is so exercised, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the greater of (i) the then fair market value of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised all outstanding Stock Options shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this Warrantimmediately become exercisable.
Appears in 1 contract
Exercise. (a) This Warrant may be exercised, exercised in whole or in part, from time to time part by presentation of this Warrant with the Holder by delivering this WarrantPurchase Form as attached hereto duly completed and executed, together with an Election to Purchase in the form attached hereto properly completed and duly executed by or on behalf payment of the HolderWarrant Price at the principal office of the Company. Payment of the Warrant Price may be made in cash, by wire transfer, by check or pursuant to the Company or provisions of Section 2(b) below. Upon surrender of the Warrant and payment of such person Warrant Price as aforesaid, the Company may have appointed as warrant agent, at its principal office (shall issue and cause to be delivered with all reasonable dispatch to or at upon the office of such agent), accompanied by payment in cash or by certified or bank check, payable to the written order of the Company, in an aggregate amount equal to the Purchase Price as then adjusted multiplied by the number of Shares as to which this Warrant is then exercised. The Company shall cancel this Warrant on any such exercise and, if such exercise is partial, shall issue and deliver to the Holder a new Warrant, of like tender, with respect to the Shares as to which this Warrant has not then been exercised. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any exercise of this Warrant, Warrantholder and in any event within 15 days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the such name of and deliver to the Holder, or names as the Holder Warrantholder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), designate a certificate or certificates for the number of fully paid and nonassessable full Shares so purchased upon the exercise of the Warrant, together with Fractional Warrants, as to which this Warrant is so exercised, plusprovided in Section 7 hereof, in lieu respect of any fractional shares to which the Holder would Shares otherwise be entitled, cash equal to issuable upon such fraction multiplied by the greater of (i) the then fair market value of such shares surrender. Such certificate or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised certificates shall be deemed to have been issued on 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 of such exercise the surrender of the Warrant and the Holder payment of the Warrant Price, as aforesaid, notwithstanding that the certificates representing the Shares shall not actually have been delivered or that the person or persons designated stock transfer books of the Company shall then be closed. In the event that the Warrant is exercised in respect of less than all of the Shares specified herein at any time prior to the Termination Date, a new Warrant evidencing the remaining Shares will be issued by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this Warrant shall bear a restrictive securities legend similar in substance to the one at the head of this WarrantCompany.
Appears in 1 contract
Samples: Warrant Agreement (Spatialight Inc)
Exercise. This Warrant may be exercised, exercised by the Holder hereof (but only on the conditions hereafter set forth) in whole or in partpart upon delivery of written notice of intent to exercise to the Company at the following address: Three Landxxxx Xxxxxx, from time Xxxxx 000, Xxxxxxxx, Xxxxxxxxxxx 00000, Xxtention: Chief Executive Officer, or such other address as the Company shall designate in a written notice to time by the Holder by delivering this Warranthereof, together with an Election to Purchase in the form attached hereto properly completed this Warrant and duly executed by or on behalf of the Holder, payment to the Company or such person as of the Company may have appointed as warrant agent, at its principal office (or at aggregate Exercise Price of the office of such agent), accompanied by payment in cash or Shares so purchased. The Exercise Price shall be payable by certified or bank cashier's check, payable immediately available funds or by delivery of shares of Common Stock (with the value of such Common Stock to be based on the order reported closing price of the Company, in an aggregate amount equal to Common Stock on the Purchase Price as then adjusted multiplied by NASDAQ National Market System on the number of Shares as to which date this Warrant is then exercised. The Company shall cancel this Warrant on any ) or such exercise and, if such exercise is partial, shall issue and deliver other method mutually acceptable to the Holder a new Warrant, of like tender, with respect to Company and the Shares as to which this Warrant has not then been exercisedHolder. The Company will, or will direct its transfer agent to, issue, as soon as practicable after any Upon exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within 15 fifteen (15) days thereafter, at the Company's expense (including the payment by it of any applicable issue taxes), in the name of execute and deliver to the Holder, or as the Holder may direct (on payment by the Holder of any applicable transfer taxes and compliance with Section 7 hereof), this Warrant a certificate or certificates for the total number of fully paid and nonassessable whole Shares as to for which this Warrant is so exercisedbeing exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, plus, in lieu of any fractional shares to which the Holder would otherwise shall be entitled, cash equal entitled to such fraction multiplied by receive a new Warrant covering the greater number of (i) the then fair market value Shares in respect of such shares or (ii) the Purchase Price as then adjusted. Any Shares as to which this Warrant is exercised shall be deemed issued on and as of the date of such exercise and the Holder or the person or persons designated by the Holder as therein provided shall thereupon be deemed to be the owner or owners of record thereof. Shares of Common Stock purchased pursuant to this not have been exercised, which new Warrant shall bear a restrictive securities legend similar in substance all other respects be identical to the one at the head of this Warrant.
Appears in 1 contract
Samples: Warrant Agreement (At Plan Inc)
