Method of Exercise of Warrants. (a) The right to acquire Common Shares conferred by the Warrants may be exercised by the Holder of such Warrant by surrendering the Warrant Certificate representing same, together with a duly completed and executed Exercise Form in the form attached hereto and a bank draft or certified cheque payable to the Company at its principal office in British Columbia, for the purchase price applicable at the time of exercise in respect of the number of Warrants exercised. (b) Notwithstanding anything in this Warrant to the contrary, in no event shall the Holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of: (i) the number of Common Shares beneficially owned by the Holder and its affiliates other than Common Shares which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including any other securities subject to a limitation on conversion or exercise analogous to the limitation contained herein); and (ii) the number of Common Shares issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the Holder and its affiliates of more than 9.9% of the outstanding Common Shares. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) hereof. Notwithstanding anything in this Warrant to the contrary, the restrictions on exercise of this Warrant set forth in this paragraph shall not be amended without: (iii) the written consent of the Holder and the Company; and (iv) the approval of the holders of a majority of the Common Shares present or represented by proxy, and voting at any meeting called to vote on the amendment of such restriction.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cheetah Oil & Gas Ltd.)
Method of Exercise of Warrants. a. This Warrant may be exercised in whole or in part (abut not as to fractional shares) on one or more occasions during the Exercise Period by the surrender of the Warrant, with the Purchase Agreement attachment hereto as Rider A properly completed and duly executed, at the principal office of the Company at Franklin Avenue and Grant Street, Phoenixville, Pennsylvania, or such other location which shall at that time be the principal office of the Company (the "Principal Office"), and upon payment to it of the Warrant Price for the shares to be purchased upon such exercise. The Warrant Price may be paid, at the Holder's option, by (i) delivering a certified check or bank draft or immediately available funds to the order of the Company for the entire Warrant Price, (ii) surrendering to the Company shares of Common Stock of the Company owned by the Holder having an aggregate market value (determined by multiplying the Market Price by the number of shares surrendered) equal to the Warrant Price, or (iii) any combination of (i) and (ii) as determined by the Holder. The persons entitled to the shares so purchased shall be treated for all purposes as the holders of such shares as of the close of business on the date of exercise and certificates for the shares of stock so purchased shall be delivered to the persons so entitled within a reasonable time, not exceeding thirty (30) days, after such exercise. Unless this warrant has expired, a new Warrant of like tenor and for such number of shares as the holder of this Warrant shall direct, representing in the aggregate the right to acquire Common Shares conferred purchase a number of shares with respect to which this Warrant shall not have been exercised, shall also be issued to the holder of this Warrant within such time.
b. In addition to and without limiting the rights of the Holder under any other terms set forth herein, the Holder shall have, upon written request by the Warrants Holder delivered or transmitted to the Company together with this Warrant, the right (the "Conversion Right") to require the Company to convert this Warrant into shares of Common Stock as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without any payment by the Holder) that number of shares of Common Stock that is equal to the quotient obtained by dividing (x) the value of this Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Price in effect immediately prior to the exercise of the Conversion Right from the aggregate current market value (determined by multiplying the Market Price by the applicable number of shares) of the Warrant Shares issuable upon exercise of this Warrant immediately prior to the exercise of the Conversion Right) by (y) the Market Price immediately prior to the exercise of the Conversion Right. The Conversion Right may be exercised by the Holder by surrender of such this Warrant by surrendering at the Warrant Certificate representing sameprincipal office of the Company, together with a duly completed and executed Exercise Form in the form attached hereto and a bank draft or certified cheque payable to the Company at its principal office in British Columbia, for the purchase price applicable at the time of exercise in respect of the number of Warrants exercised.
(b) Notwithstanding anything in this Warrant to the contrary, in no event shall written statement specifying that the Holder of this Warrant be entitled thereby intends to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of:
(i) the number Conversion Right. Certificates for shares of Common Shares beneficially owned by the Holder and its affiliates other than Common Shares which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including any other securities subject to a limitation on conversion or exercise analogous to the limitation contained herein); and
(ii) the number of Common Shares Stock issuable upon exercise of the Warrants Conversion Right shall be delivered to the Holder promptly following the Company's receipt of this Warrant together with the aforesaid written statement.
(or portions thereofi) with respect to which The Company shall have the determination described herein is being maderight and option (the "Call Option"), would result in beneficial ownership at any time after redemption by the Company of its Series B Preferred Stock, to purchase the Warrant from the Holder and its affiliates of more than 9.9% of the outstanding Common Shares. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(dthis Section.
(ii) To exercise the Call Option, the Company shall give written notice to the Holder, specifying the date on which the purchase is to be completed (the "Call Option Purchase Date"), which shall not, without the agreement of the Securities Exchange Act Holder, be fewer than 10 days or more than 30 days after the receipt of 1934such notice.
(iii) The purchase price payable upon exercise of the Call Option shall be equal to the aggregate number of Warrant Shares then purchasable under this Warrant times excess of the Market Price over Warrant Price then in effect; provided, that for purposes of this Section 2.c. Warrant Price and the number of Warrant Shares shall be adjusted to eliminate any prior adjustment pursuant to Section 6.a. and any adjustment pursuant to Section 6.d. below as amendeda result of the adjustment pursuant to Section 6.a., and Regulation 13D-G thereunderMarket Price shall be adjusted to take into account any previous adjustment under Section 6.a.
(iv) On the Call Option Purchase Date, except as otherwise provided in clause (i1) hereof. Notwithstanding anything in the Holder shall assign this Warrant to the contraryCompany, without any representation or warranty other than that the restrictions on exercise Holder is conveying good and valid title thereto, free and clear of this Warrant set forth in this paragraph any lien, claim, encumbrance or restriction of any kind, and (2) the Company shall not be amended without:
pay the purchase price (determined under subsection (iii)) to the written consent Holder by (a) certified or official bank check or wire transfer of immediately available funds, or (b) delivery to the Holder of shares of the Holder Company's Common Stock with an aggregate current market value (determined by multiplying the number of shares being delivered by the Market Price) equal to the purchase price; provided that such shares of Common Stock have been registered under the Securities Act of 1933 and is freely tradeable by the Company; and
(iv) the approval of the holders of a majority of the Common Shares present or represented by proxy, and voting at any meeting called to vote on the amendment of such holder without restriction.
Appears in 1 contract
Method of Exercise of Warrants. a. This Warrant may be exercised in whole or in part (abut not as to fractional shares) on one or more occasions during the Exercise Period by the surrender of the Warrant, with the Purchase Agreement attachment hereto as Rider A properly completed and duly executed, at the principal office of the Company at Franklin Avenue and Grant Street, Phoenixville. Pennsylvania, or such other location which shall at that time be the principal office of the Company (the "Principal Office), and upon payment to it of the purchase price for the shares to be purchased upon such exercise. The purchase price may be paid, at the Holder's option, by (i) delivering a certified check or bank draft or immediately available funds to the order of the Company for the entire purchase price, (ii) surrendering to the Company shares of Common Stock of the Company owned by the Holder having an aggregate market value (determined by multiplying the Market Price by the number of shares surrendered) equal to the purchase price, or (iii) any combination of (i) and (ii) as determined by the Holder. The persons entitled to the shares so purchased shall be treated for all purposes as the holders of such shares as of the close of business on the date of exercise and certificates for the shares of stock so purchased shall be delivered to the persons so entitled within a reasonable time, not exceeding thirty (30) days, after such exercise. Unless this Warrant has expired, a new Warrant of like tenor and for such number of shares as the holder of this Warrant shall direct, representing in the aggregate the right to acquire Common Shares conferred purchase a number of shares with respect to which this Warrant shall not have been exercised, shall also be issued to the holder of this Warrant within such time.
b. In addition to and without limiting the rights of the Holder under any other terms set forth herein, the Holder shall have, upon written request by the Warrants Holder delivered or transmitted to the Company together with this Warrant, the right (the "Conversion Right") to require the Company to convert this Warrant, in whole or in part, into shares of Common Stock as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without any payment by the Holder) that number of shares of Common Stock that is equal to the quotient obtained by dividing (x) the value of this Warrant (or if exercised in part, the portion of this Warrant as to which the Conversion Right is exercised) at the time the Conversion Right is exercised (determined by subtracting the aggregate purchase price in effect immediately prior to the exercise of the Conversion Right from the aggregate current market value (determined by multiplying the Market Price by the applicable number of shares) of the Warrant Shares issuable upon exercise, or partial exercise as the case may be, of this Warrant immediately prior to the exercise of the Conversion Right) by (y) the Market Price immediately prior to the exercise of the Conversion Right. The Conversion Right may be exercised by the Holder by surrender of such this Warrant by surrendering at the Warrant Certificate representing sameprincipal office of the Company, together with a duly completed and executed Exercise Form in the form attached hereto and a bank draft or certified cheque payable to the Company at its principal office in British Columbia, for the purchase price applicable at the time of exercise in respect of the number of Warrants exercised.
(b) Notwithstanding anything in this Warrant to the contrary, in no event shall written statement specifying that the Holder of this Warrant be entitled thereby intends to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of:
(i) the number of Common Shares beneficially owned by the Holder and its affiliates other than Common Shares which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including any other securities subject to a limitation on conversion or exercise analogous to the limitation contained herein); and
(ii) the number of Common Shares issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the Holder and its affiliates of more than 9.9% of the outstanding Common Shares. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) hereof. Notwithstanding anything in this Warrant to the contrary, the restrictions on exercise of this Warrant set forth in this paragraph shall not be amended without:
(iii) the written consent of the Holder and the Company; and
(iv) the approval of the holders of a majority of the Common Shares present or represented by proxy, and voting at any meeting called to vote on the amendment of such restriction.the
Appears in 1 contract
Method of Exercise of Warrants. a. This Warrant may be exercised in whole or in part (abut not as to fractional shares) on one or more occasions during the Exercise Period by the surrender of the Warrant, with the Purchase Agreement attachment hereto as Rider A properly completed and duly executed, at the principal office of the Company at Franklin Avenue and Grant Street, Phoenixville, Pennsylvania, or such other location which shall at that time be the principal office of the Company (the "Principal Office"), and upon payment to it of the purchase price for the shares to be purchased upon such exercise. The purchase price may be paid, at the Holder's option, by (i) delivering a certified check or bank draft or immediately available funds to the order of the Company for the entire purchase price, (ii) surrendering to the Company shares of Common Stock of the Company owned by the Holder having an aggregate market value (determined by multiplying the Market Price by the number of shares surrendered) equal to the purchase price, or (iii) any combination of (i) and (ii) as determined by the Holder. The persons entitled to the shares so purchased shall be treated for all purposes as the holders of such shares as of the close of business on the date of exercise and certificates for the shares of stock so purchased shall be delivered to the persons so entitled within a reasonable time, not exceeding thirty (30) days, after such exercise. Unless this warrant has expired, a new Warrant of like tenor and for such number of shares as the holder of this Warrant shall direct, representing in the aggregate the right to acquire Common Shares conferred purchase a number of shares with respect to which this Warrant shall not have been exercised, shall also be issued to the holder of this Warrant within such time.
b. In addition to and without limiting the rights of the Holder under any other terms set forth herein, the Holder shall have, upon written request by the Warrants Holder delivered or transmitted to the Company together with this Warrant, the right (the "Conversion Right") to require the Company to convert this Warrant into shares of Common Stock as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without any payment by the Holder) that number of shares of Common Stock that is equal to the quotient obtained by dividing (x) the value of this Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate purchase price in effect immediately prior to the exercise of the Conversion Right from the aggregate current market value (determined by multiplying the Market Price by the applicable number of shares) of the Warrant Shares issuable upon exercise of this Warrant immediately prior to the exercise of the Conversion Right) by (y) the Market Price immediately prior to the exercise of the Conversion Right. The Conversion Right may be exercised by the Holder by surrender of such this Warrant by surrendering at the Warrant Certificate representing sameprincipal office of the Company, together with a duly completed and executed Exercise Form in the form attached hereto and a bank draft or certified cheque payable to the Company at its principal office in British Columbia, for the purchase price applicable at the time of exercise in respect of the number of Warrants exercised.
(b) Notwithstanding anything in this Warrant to the contrary, in no event shall written statement specifying that the Holder of this Warrant be entitled thereby intends to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of:
(i) the number Conversion Right. Certificates for shares of Common Shares beneficially owned by the Holder and its affiliates other than Common Shares which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including any other securities subject to a limitation on conversion or exercise analogous to the limitation contained herein); and
(ii) the number of Common Shares Stock issuable upon exercise of the Warrants Conversion Right shall be delivered to the Holder promptly following the Company's receipt of this Warrant together with the aforesaid written statement.
(or portions thereofi) with respect to which The Company shall have the determination described herein is being maderight and option (the "Call Option"), would result in beneficial ownership at any time after redemption by the Company of its Series B Preferred Stock, to purchase the Warrant from the Holder and its affiliates of more than 9.9% of the outstanding Common Shares. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(dthis Section.
(ii) To exercise the Call Option, the Company shall give written notice to the Holder, specifying the date on which the purchase is to be completed (the "Call Option Purchase Date"), which shall not, without the agreement of the Securities Exchange Act Holder, be fewer than 10 days or more than 30 days after the receipt of 1934such notice.
(iii) The purchase price payable upon exercise of the Call Option shall be equal to the aggregate number of Warrant Shares then purchasable under this Warrant times the excess of (A) the greater of $7.00 per Share or the Market Price over (B) the Warrant Price then in effect; provided, that for purposes of this Section 2.c. Warrant Price and the number of Warrant Shares shall be adjusted to eliminate any prior adjustment pursuant to Section 6.a. and any adjustment pursuant to Section 6.d. below as amendeda result of the adjustment pursuant to Section 6.a., and Regulation 13D-G thereunderMarket Price shall be adjusted to take into account any previous adjustment under Section 6.a.
(iv) On the Call Option Purchase Date, except as otherwise provided in clause (i1) hereof. Notwithstanding anything in the Holder shall assign this Warrant to the contraryCompany, without any representation or warranty other than that the restrictions on exercise Holder is conveying good and valid title thereto, free and clear of this Warrant set forth in this paragraph any lien, claim, encumbrance or restriction of any kind, and (2) the Company shall not be amended without:
pay the purchase price (determined under subsection (iii)) to the written consent Holder by (a) certified or official bank check or wire transfer of immediately available funds, or (b) delivery to the Holder of shares of the Holder Company's Common Stock with an aggregate current market value (determined by multiplying the number of shares being delivered by the Market Price) equal to the purchase price; provided that such shares of Common Stock have been registered under the Securities Act of 1933 and is freely tradeable by the Company; and
(iv) the approval of the holders of a majority of the Common Shares present or represented by proxy, and voting at any meeting called to vote on the amendment of such holder without restriction.
Appears in 1 contract
Method of Exercise of Warrants. (a) The right to acquire Common Shares conferred by the Warrants may be exercised by the Holder of such Warrant by surrendering the Warrant Certificate representing same, together with a duly completed and executed Exercise Form in the form attached hereto and a bank draft or certified cheque payable to the Company at its principal office in the City of Vancouver, British Columbia, for the purchase price Exercise Price applicable at the time of exercise in respect of the number of Warrants exercised.
(b) Notwithstanding anything in this Warrant to the contrary, in no event shall the Holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of:
of (i) the number of Common Shares beneficially owned by the Holder and its affiliates other than Common Shares which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including any other securities subject to a limitation on conversion or exercise analogous to the limitation contained herein); and
) and (ii) the number of Common Shares issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the Holder and its affiliates of more than 9.94.99% of the outstanding Common Shares. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) hereof. Notwithstanding anything in this Warrant to the contrary, the restrictions on exercise of this Warrant set forth in this paragraph shall not be amended without:
without (iiii) the written consent of the Holder and the Company; and
Company and (ivii) the approval of the holders of a majority of the Common Shares present or represented by proxy, and voting at any meeting called to vote on the amendment of such restriction.
Appears in 1 contract
Samples: Securities Purchase Agreement (Heartland Oil & Gas Corp)
Method of Exercise of Warrants. (a) The right to acquire Common Shares conferred by the Warrants may be exercised by the Holder of such Warrant by surrendering the Warrant Certificate representing same, together with a duly completed and executed Exercise Form in the form attached hereto and a bank draft or certified cheque payable to the Company at its principal office in the City of Vancouver, British Columbia, for the purchase price applicable at the time of exercise in respect of the number of Warrants exercised.
(b) Notwithstanding anything in this Warrant to the contrary, in no event shall the Holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of:
of (i) the number of Common Shares beneficially owned by the Holder and its affiliates other than Common Shares which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including any other securities subject to a limitation on conversion or exercise analogous to the limitation contained herein); and
) and (ii) the number of Common Shares issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the Holder and its affiliates of more than 9.9% of the outstanding Common Shares. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) hereof. Notwithstanding anything in this Warrant to the contrary, the restrictions on exercise of this Warrant set forth in this paragraph shall not be amended without:
without (iiii) the written consent of the Holder and the Company; and
Company and (ivii) the approval of the holders of a majority of the Common Shares present or represented by proxy, and voting at any meeting called to vote on the amendment of such restriction.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Heartland Oil & Gas Corp)