Payment of Exercise Price In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.
Method of Exercise Payment Issuance of New Warrant;
Payment of Warrant Exercise Price The holder has paid in connection with this exercise the sum of $ to the Company in accordance with the terms of the Warrant.
Form of Exercise Price The Holder intends that payment of the Exercise Price shall be made as (check one): ☐ a cash exercise with respect to _________________ Warrant Shares; or ☐ by cashless exercise pursuant to the Warrant.
Notice of Exercise; Payment (a) To the extent then exercisable, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. Payment equal to the aggregate Option Price of the Option Shares being purchased pursuant to an exercise of the Option must be tendered in full with the notice of exercise to the Company in one or a combination of the following methods as specified by the Optionee in the notice of exercise: (i) cash in the form of currency or check or by wire transfer as directed by the Company, (ii) solely following an IPO in Shares otherwise being traded on an established securities market, through the surrender to the Company of Shares owned by the Optionee for at least six months as valued at their Fair Market Value on the date of exercise, (iii) through net exercise, using Shares to be acquired upon exercise of the Option, such Shares being valued at their Fair Market Value (which for such purpose shall have the meaning set forth in the Stockholders Agreement) on the date of exercise, or (iv) through such other form of consideration as is deemed acceptable by the Board.
(b) As soon as practicable upon the Company’s receipt of the Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased.
(c) As a further condition precedent to the exercise of this Option in whole or in part, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the shares of common stock and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.
Commencement of Exercisability (a) Subject to Sections 3.1(b), 3.1(c) and 3.3, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.
(b) No portion of the Option which has not become vested and exercisable at the date of the Participant’s Termination of Services shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and the Participant. [
Minimum Adjustment of Exercise Price No adjustment of the Exercise Price shall be made in an amount of less than 1% of the Exercise Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to not less than 1% of such Exercise Price.
Initial Exercise Price; Exercise of Rights; Detachment of Rights (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Termination Time, to purchase one Common Share for the Exercise Price as at the Business Day immediately preceding the day of exercise of the Right (which Exercise Price and number of Common Shares are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by the Corporation or any of its Subsidiaries shall be void.
(b) Until the Separation Time,
(i) the Rights shall not be exercisable and no Right may be exercised; and
(ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share.
(c) From and after the Separation Time and prior to the Termination Time:
(i) the Rights shall be exercisable; and
(ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Promptly following the Separation Time, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)) and, in respect of each Convertible Security converted into Common Shares after the Separation Time and prior to the Termination Time, promptly after such conversion, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to the holder so converting (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned by such Acquiring Person which are not held of record by such Acquiring Person, the Nominee, at such holder’s address as shown by the records of the Corporation (the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):
Warrant Exercise Price 1.1 Each Warrant shall entitle the Warrant Holder the right to purchase one share of Common Stock of the Company (individually, a "Warrant Share" severally, the "Warrant Shares").
1.2 The purchase price payable upon exercise of each Warrant ("Exercise Price") shall be $.
Exercise Procedure (a) This Warrant may be exercised by delivering all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"):
(i) a completed Exercise Agreement, as described in Section 1.3, executed by the person or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser");
(ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and
(iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise.
(b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date.
(c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder.
(d) The Warrant Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the Exercise Date.
(e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and charges.
(f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.
