Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver on any Business Day to the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provision.
Appears in 9 contracts
Samples: Warrant Agreement (Capsource Financial Inc), Warrant Agreement (Capsource Financial Inc), Placement Agent Warrant (Capsource Financial Inc)
Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver on any Business Day Subject to the Company limitations in Section 1.3 below, Holder may at its principal place any time beginning on the Exercisability Date and for three (3) years from such date of business effectiveness, or such later date as the
(a) the surrender of this Warrant, together with a written duly executed copy of the form of notice in substantially the Form of Subscription exercise attached hereto as Exhibit A, to the Secretary of the Holder’s election Company at its principal office;
(b) the payment to exercise this Warrantthe Company, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check payable to Company’s order or wire transfer in to the Company’s account, of an amount equal to the product of the Purchase aggregate Warrant Price times for the number of Shares for which the purchase rights hereunder are being exercised. Alternatively if then permitted under applicable securities laws, Holder may exercise this Warrant Shares by delivering to the Company: (the i) a properly executed notice of exercise together with a copy of irrevocable instructions (“Exercise PriceBroker Instructions”) as to a FINRA-member securities broker-dealer to promptly deliver to the Company cash or a check payable to the Company in the full amount of the Warrant Price for the total number of Shares being purchased against the Company’s delivery of the Shares for which this Warrant is being exercised or (b) by a “cashless exercise” if Holder and the securities broker comply with such procedures and enter into such agreements of this Warrant, in which event the Holder shall receive from indemnity and other agreements as the Company the number may reasonably prescribe as a condition of Warrant Shares equal to (ithat payment procedure) the number of Warrant Shares as to which this Warrant is being exercised minus or (ii) the number shares of Warrant Shares Common Stock, free and clear of any and all liens, claims and encumbrances, having an aggregate value determined by reference to the Closing Price Fair Market Value (as defined herein below) on the Business Day immediately prior to the date of such exercise, equal to the product full amount of (x) the Exercise Warrant Price times (y) for the total number of Shares being purchased. Holder may also make payment in any combination of the permissible forms of payment described in the preceding sentence. Additionally, if then permitted under applicable securities laws, if the Fair Market Value of the Shares at time of exercise is greater than the Warrant Shares as to which Price, Holder may exercise this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published or any portion hereof by indicating on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt notice of such notice and payment, execute and deliver or cause exercise that Holder elects to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If exercise this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder on a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrantnet exercise basis (“Net Exercise Basis”). The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with then issue to Holder a number of Shares determined using the preparation, issuance and delivery of share certificates and new Warrants under this provision.following formula: X = Y (A-B) where
Appears in 8 contracts
Samples: Unsecured Convertible Note and Common Stock Purchase Warrant (Cool Holdings, Inc.), Unsecured Convertible Note and Common Stock Purchase Warrant Amendment (Cool Holdings, Inc.), Unsecured Convertible Note and Common Stock Purchase Warrant Amendment (Cool Holdings, Inc.)
Method of Exercise. To exercise this Warrant in whole or in part, the Holder This Option shall deliver on any Business Day to the Company at its principal place of business this Warrant, a be exercisable by written notice in substantially which shall state the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this WarrantOption, which notice shall specify the number of Warrant Shares in respect to be purchased (which shall be a whole number of shares if for less than all this Option is being exercised and such other representations and agreements as to the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) Optionee's investment intent with respect to such Warrant SharesShares as may be required by the Company hereunder or pursuant to the provisions of the Plan. Such payment written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be made, at designated by the option Company. The written notice shall be accompanied by payment of the Holderexercise registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, either as amended (athe _Exchange Act_), by attestation) Common Stock already owned by cash, certified the Optionee for at least six months (or bank cashier’s check or wire transfer in an amount any shorter period necessary to avoid a charge to the Company's earnings for financial reporting purposes) having a Fair Market Value on the day prior to the exercise date equal to the product aggregate Option exercise price or by transferring shares of Common Stock having a Fair Market Value on the day prior to the exercise date equal to the aggregate Option exercise price to the Company's transfer agent for delivery to the Company provided that the written notice of exercise is accompanied by a written acknowledgment by the Optionee that the Optionee has instructed his broker dealer to transfer such shares and such transfer is confirmed by a letter from a broker dealer acknowledging that the Optionee has directed such broker dealer to transfer such shares; or (iv) if and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Purchase Price times Exchange Act, deliver of a properly executed exercise notice, together with irrevocable instructions, to (A) a brokerage firm designated by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the Option exercise price and any withholding tax obligations that may arise in connection with the exercise and (B) the Company to deliver the certificates for such purchased shares directly to such brokerage firm, all in accordance with the regulations of the Federal Reserve Board. In addition, the exercise price for shares purchased under this Option may be paid, either singly or in combination with one or more of the alternative forms of payment authorized by this Section 3(b), by such other consideration as the Board may permit. Upon receipt of payment, the Company shall deliver to Optionee or the person exercising this Option for Optionee, an appropriate certificate or certificates for fully paid nonassessable Shares. For purposes of clause (iii), should any Optionee fail to have the number of Warrant Shares (shares required to pay the “Exercise Price”) as exercise price delivered to which the Company'' transfer agent within 90 days, this Warrant is being exercised or (b) by a “cashless exercise” of this WarrantOption, in which event the Holder shall receive from the Company with respect to the number of Warrant Shares equal to (i) shares stated in the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercisewritten notice, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable will terminate and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause be deemed to be executed and delivered, in accordance with such notice, a certificate or certificates representing forfeited by the Warrant Shares so acquiredoptionee. The certificate or certificates so delivered for the Shares as to which the Option shall be in such denominations as may be specified in such notice, and exercised shall be issued registered in the name of the Holder or such other name or names as Optionee and shall be designated legended as set forth in such noticethe Plan and/or as required under applicable law. This Warrant shall Option may not be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder fraction of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionshare.
Appears in 8 contracts
Samples: Stock Option Agreement (Success Bancshares Inc), Stock Option Agreement (Success Bancshares Inc), Stock Option Agreement (Success Bancshares Inc)
Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver on any Business Day This Option is exercisable by delivery to the Company at its principal place of business this Warrant, a written an exercise notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise PriceNotice”) in a form satisfactory to the Committee or by such other form or means as the Committee may permit or require. Any Exercise Notice shall state or provide the number of Shares with respect to which this Warrant the Option is being exercised (the “Exercised Shares”), and include such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Optionee may elect to make payment of the exercise price in cash or (b) by check or by delivery to the Company of certificates representing shares of outstanding Common Stock already owned by the Optionee that are owned free and clear of any liens, claims, encumbrances or security interests together with stock powers duly executed and with signature guaranteed. In addition, the Optionee may make payment through a “cashless exercise” such that without the payment of this Warrantany funds, in which event the Holder shall undersigned may exercise the Option and receive from the Company the net number of Warrant Shares equal to (ix) the number of Warrant Shares as to which this Warrant the Option is being exercised minus exercised, multiplied by (iiy) a fraction, the numerator of which is the Fair Market Value per share (on such date as is determined by the Committee) less the Exercise Price per Share, and the denominator of which is such Fair Market Value per Share (the number of Warrant net Shares having an aggregate value determined by reference to be received shall be rounded down to the Closing Price (as defined below) nearest whole number). In the event payment is made by delivery of such Shares, said Shares shall be deemed to have a per Share value equal to the Fair Market Value per Share on the Business Day immediately date of exercise. Upon exercise of the Option by the Optionee and prior to the date delivery of such exerciseExercised Shares, equal the Company shall have the right to require the Optionee to satisfy applicable Federal and state tax income tax withholding requirements and the Optionee’s share of applicable employment withholding taxes in a method satisfactory to the product Company. Notwithstanding the foregoing, the Optionee may not exercise the Option by tender to the Company of (x) Common Stock to the Exercise Price times (y) extent such tender would violate the number provisions of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean any law, regulation or agreement restricting the last sale price at which a share redemption of the Company’s Common Stock was sold as Stock. Further, no Exercised Shares shall be issued unless such exercise and issuance complies with the requirements relating to the administration of stock option plans and other applicable equity plans under U.S. state corporate laws, U.S. federal and state securities laws, the end of a Business Day as published on the OTC Bulletin Board or such other Code, any stock exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shalllisted or quoted, as promptly as practicable and in the applicable laws of any event within seven (7) days after receipt of foreign country or jurisdiction where stock grants or other applicable equity grants are made under the Plan; assuming such notice and paymentcompliance, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing for income tax purposes the Warrant Exercised Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in considered transferred to the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of Optionee on the date the aforementioned notice and payment Option is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of with respect to such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionShares.
Appears in 8 contracts
Samples: Nonqualified Stock Option Grant Agreement (Data Storage Corp), Incentive Stock Option Grant Agreement (Data Storage Corp), Nonqualified Stock Option Grant Agreement (Hestia Insight Inc.)
Method of Exercise. To exercise this Warrant in whole or in part, the Holder This Option shall deliver on any Business Day to the Company at its principal place of business this Warrant, a be exercisable by written notice in substantially which shall state the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this WarrantOption, which notice shall specify the number of Warrant Shares in respect to be purchased (which shall be a whole number of shares if for less than all this Option is being exercised and such other representations and agreements as to the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) Optionee's investment intent with respect to such Warrant SharesShares as may be required by the Company hereunder or pursuant to the provisions of the Plan. Such payment written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be made, at designated by the option Company. The written notice shall be accompanied by payment of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to exercise price. The exercise price may be paid: (i) the number of Warrant Shares as to which this Warrant is being exercised minus in cash; (ii) by check; (iii) by delivering certificates of other shares of Common Stock of the number Company; (iv) by transferring shares of Warrant Shares having an aggregate value determined by reference Common Stock of the Company to the Closing Price Company's transfer agent for delivery to the Company provided that the written notice of exercise is accompanied by a written acknowledgment by the Optionee that the Optionee has instructed his broker dealer to transfer such shares and such transfer is confirmed by a letter from such broker dealer acknowledging that the Optionee has directed such broker dealer to transfer such shares; (v) by Optionee simultaneously exercising this Option and selling the Shares thereby acquired pursuant to a brokerage or similar arrangement approved in advance by the Board (which approval shall not be unreasonably withheld) and to use the proceeds from such sale to pay the exercise price and any federal, state and local taxes required to be withheld as defined belowa result of such exercise; or (vi) by any other method of payment approved by the Company's Board of Directors. For purposes of clauses (iii) and (iv), the value of the shares of Common Stock of the Company delivered, or to be delivered, as payment of the exercise price shall be the closing price per share of the Company's Common Stock on the Business Day immediately last business day prior to the date the written notice is actually received and acknowledged as received by the Company. Upon receipt of such exercisepayment, equal the Company shall deliver to Optionee or the product person exercising this Option for Optionee, an appropriate certificate or certificates for fully paid nonassessable Shares. For purposes of clause (x) the Exercise Price times (y) iv), should any Optionee fail to have the number of Warrant Shares as shares required to which this Warrant is being exercised. The term “Closing Price” shall mean pay the last sale exercise price at which a share of delivered to the Company’s Common Stock was sold as 's transfer agent within 90 days, this Option, with respect to the number of shares stated in the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shallwritten notice, as promptly as practicable will terminate and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause be deemed to be executed and delivered, in accordance with such notice, a certificate or certificates representing forfeited by the Warrant Shares so acquiredOptionee. The certificate or certificates so delivered for the Shares as to which the Option shall be in such denominations as may be specified in such notice, and exercised shall be issued registered in the name of the Holder or such other name or names as Optionee and shall be designated legended as set forth in such noticethe Plan and/or as required under applicable law. This Warrant shall Option may not be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder fraction of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionshare.
Appears in 7 contracts
Samples: Stock Option Agreement (Success Bancshares Inc), Stock Option Agreement (Success Bancshares Inc), Stock Option Agreement (Success Bancshares Inc)
Method of Exercise. To exercise this This Warrant may be exercised in whole or in partpart (but not as to fractional shares) by the surrender of the Warrant, with the Purchase Agreement attached hereto as ANNEX A properly completed and duly executed, at the principal office of the Company or such other location which at that time shall be the principal office of the Company (the "Principal Office"), and upon payment to it of the Warrant Price for each Warrant Share to be purchased upon such exercise (the aggregate of the Warrant Price for all shares to be exercised being referred to herein as the "Purchase Price"). The Purchase Price shall be paid by delivering either: (i) a certified check, bank draft or wire transfer of immediately available funds to the order of the Company or (ii) this Warrant with instructions that the Company retain as payment of the Purchase Price such number of Warrant Shares as shall be determined under the next sentence (a "Cashless Exercise"). In the event of a Cashless Exercise, the Holder shall deliver on any Business Day to the Company at its principal place receive that number of business this Warrant, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify Warrant Shares determined by multiplying the number of Warrant Shares to be purchased (for which the Cashless Exercise is made by a fraction, the numerator of which shall be a whole number of shares if for less than all the difference between the then Current Market Price per Warrant Share and the Warrant Shares then issuable hereunder)Price, and payment the denominator of which shall be the Exercise then Current Market Price (as defined below) with respect to such Warrant Sharesper share of Common Stock. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of The remaining Warrant Shares (the “for which Cashless Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant has been made shall be deemed to have been exercised and such certificate or certificates paid to the Company as the Purchase Price. The Holder shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed treated for all purposes to have become a as the holder of record of the Warrant Shares, Shares as of the close of business on the date of exercise, and certificates for the aforementioned notice and payment is received Warrant Shares so purchased shall be delivered to the person so entitled, properly endorsed for transfer or accompanied by the Companyappropriate stock powers, within a reasonable time, not exceeding five days, after such exercise. If Unless this Warrant shall have been exercised only in partexpired, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing of like tenor and for such number of Warrant Shares as the Holder shall direct, representing in the aggregate the right to purchase that number of Warrant Shares with respect to which this Warrant shall not have been exercised, shall also be issued to the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionHolder within such time.
Appears in 6 contracts
Samples: Warrant Agreement (Telespectrum Worldwide Inc), Warrant Agreement (Telespectrum Worldwide Inc), Warrant Agreement (Telespectrum Worldwide Inc)
Method of Exercise. To (a) In order to exercise this Warrant Option, in whole or in ------------------ part, the Holder Optionee shall deliver on any Business Day to the Company at its principal place of business this Warrantbusiness, or at such other offices as shall be designated by the Company (i) a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s such Optionee's election to exercise this WarrantOption, which notice shall specify the number of Warrant Shares to be purchased pursuant to such exercise and (which shall be ii) either (A) cash or a whole number of shares if for less than all check payable to the Warrant Shares then issuable hereunder), and payment order of the Exercise Price Company, (as defined belowB) with respect to such Warrant Shares. Such payment may be made, at notice that the option exercise price is satisfied by reduction of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) to be received by Optionee upon exercise of this Option as to which this Warrant is being exercised or provided in Section (b) by a “cashless exercise” of this Warrantbelow, in which event with the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date amount of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be reduction specified in such notice, and shall be issued in (C) shares of Common Stock having a fair market value equal to the name Exercise Price, or (D) a combination of the Holder above. The Company shall undertake to make prompt delivery of the stock certificate(s) evidencing such part of the Shares, provided that if any law or such other name or names as shall be designated regulation requires the Company to take any action with respect to the Shares specified in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issuednotice before the issuance thereof, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of then the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificatesShares shall be extended for the period necessary to take such action.
(b) At the election of the Optionee, deliver the Optionee may exercise this Option without a cash payment of the exercise price by designating that the number of Shares issuable to Optionee upon such exercise shall be reduced by the number of Shares having a fair market value equal to the Holder a new Warrant evidencing amount of the right total Exercise Price for such exercise. In such instance, no cash or other consideration will be paid by the Optionee in connection with such exercise and no commission or other remuneration will be paid or given by the Optionee or the Company in connection with such exercise.
(c) For all purposes relating to purchase the remaining surrender or delivery of Shares in satisfaction of obligations described in subsection (a) and (b) of this Section 3, the fair market value of the shares of Common Stock issuable delivered or surrendered shall be determined as of the business day next preceding the date of their surrender or delivery, and shall mean the price at which such shares would exchange hands between a willing buyer and willing seller, neither of whom are under this Warrantcompulsion to buy or sell, as reasonably determined by the Committee; provided, however, that so long as such shares are listed on a national stock exchange or quoted on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), it shall mean the closing sale price (or, if no closing sale price is quoted, the mean between the closing bid and sale price) of such shares on such exchange or on NASDAQ on such next business day, or, if no such shares were traded on such business day, the closing sale price (or, if no closing sale price is quoted, the mean between the closing bid and sale price) on the next preceding business day on which new Warrant shallsuch shares were traded.
(d) Upon the exercise of an Option, and before the transfer of Shares, the Optionee shall be required to pay to the Company, in all other respectscash or in Shares (including, but not limited to, the reservation to the Company of the requisite number of Shares otherwise payable to such person with respect to such Option in the manner described in (b)) the amount which the Company reasonably determines to be identical necessary in order for the Company to this Warrant. The Company shall pay all expensescomply with applicable federal or state tax withholding requirements, stampand the collection of employment taxes; provided, documentary and similar taxes and other charges payable further, that the Committee may require that such payment be made in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisioncash.
Appears in 6 contracts
Samples: Nonqualified Stock Option Agreement (Diversified Corporate Resources Inc), Nonqualified Stock Option Agreement (Diversified Corporate Resources Inc), Nonqualified Stock Option Agreement (Diversified Corporate Resources Inc)
Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the holder hereof, in whole or in part, at any time and from time to time on or after the Holder date hereof until 5:00 p.m., Houston, Texas time, on the Expiration Date. To exercise the Warrants, the holder hereof shall deliver on any Business Day to the Company Company, at its principal place of business this Warrantthe Warrant Office designated herein, (i) a written notice in substantially the Form of Subscription attached hereto as Exhibit A, form of the Holder’s Subscription Notice attached as an exhibit hereto, stating therein the election of such holder to exercise this Warrantthe Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check for all Warrant Shares purchased hereunder, which notice or (B) through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the holder shall specify exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares to be purchased (issuable hereunder by a fraction, the numerator of which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of difference between (x) the Exercise Market Price times and (y) the number Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a combination of (A) and (B) above; and (iii) these Warrants. The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of these Warrants, as aforesaid, and such date is referred to which this Warrant is being exercisedherein as the "Exercise Date". The term “Closing Price” shall mean Upon such exercise, the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and paymentfive business days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, holder a certificate or certificates representing for the full number of the Warrant Shares so acquired. The certificate or certificates so delivered shall be in purchased by such denominations as may be specified in such noticeholder hereunder, and shall, unless the Warrants have expired, deliver to the holder hereof a new Warrant representing the number of Warrants, if any, that shall not have been exercised, in all other respects identical to these Warrants. As permitted by applicable law, the person in whose name the certificates for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as such Common Stock on the Exercise Date and shall be entitled to all of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery benefits of such certificate or certificatesholder on the Exercise Date, deliver to the Holder a new Warrant evidencing including without limitation the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes receive dividends and other charges payable in connection with distributions for which the preparation, issuance record date falls on or after the Exercise Date and delivery of share certificates and new Warrants under this provisionto exercise voting rights.
Appears in 6 contracts
Samples: Warrant Agreement (Trimedia Entertainment Group Inc), Common Stock Purchase Warrant (Vpgi Corp), Warrant Agreement (Continential Southern Resources Inc)
Method of Exercise. To exercise This Option may be exercised, in accordance with all of the terms and conditions set forth in this Warrant in whole or in partOption, the Holder shall deliver on any Business Day to the Company at its principal place by delivery of business this Warranta notice of exercise, a written notice in substantially the Form form of Subscription which is attached hereto as Exhibit "A" and incorporated herein by this reference, of the Holder’s election to exercise this Warrant, which notice shall specify setting forth the number of Warrant Shares Options to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) exercised along with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either either:
(a) by cash, A certified check or bank cashier’s check or wire transfer payable to the order of the Company in an the amount of the full exercise price of the Common Stock being purchased; or
(b) Shares of Common Stock of the Company already owned by the Optionee equal to the product exercise price with the Common Stock valued at its fair market value based on the closing bid quotation for such stock on the close of business on the Purchase Price times day last preceeding the number date of Warrant Shares exercise of such Option, as reported or quoted on the NASDAQ System or, if not included in the NASDAQ System, shall mean the closing bid quotation for such stock as determined by the Company through any other reliable means of determination available on the close of business on the day last preceeding the date of exercise of such Option; or
(c) Options or other rights to purchase Common Stock valued at the “Exercise Price”) amount by which the closing bid quotations as to which this Warrant is being exercised or determined in accordance with Clause (b) above of the Common Stock subject to the options or other rights exceeds the exercise or purchase price provided on such options or rights; or
(d) Cancellation of debt owed by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior Option Holder, including debt from professional fees, services, employment relationships or otherwise, upon presentation of an invoice for services provided to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercisedCompany. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly As soon as practicable and in any event within seven (7) days after receipt by the Company of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shares of Common Stock shall be issued in the name of the Holder or such other Optionee, or, if the Optionee shall so request in the notice exercising the Option, in the name or names as of the Optionee and another person jointly, with right of survivorship, and shall be designated in such notice. This Warrant shall be deemed delivered to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the CompanyOptionee. If this Warrant Option is not exercised with respect to all Common Stock subject hereto, Optionee shall have been exercised only in part, be entitled to receive a similar Option of like tenor covering the Company shall, at the time number of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under with respect to which this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company Option shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionnot have been exercised.
Appears in 6 contracts
Samples: Nonqualified Stock Option Agreement (Industrial Ecosystems Inc), Nonqualified Stock Option Agreement (Industrial Ecosystems Inc), Nonqualified Stock Option Agreement (Industrial Ecosystems Inc)
Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver on any Business Day to the Company Company, at its principal place of business the Warrant Agency, (a) this Warrant, (b) a written notice notice, in substantially the Form form of the Subscription Notice attached hereto as Exhibit Annex A, of the such Holder’s 's election to exercise this Warrant, which notice shall specify (i) the number of Warrant Shares shares of Common Stock to be purchased under the Warrant, (which shall be a whole number ii) the denominations of shares if for less than all the Warrant Shares then issuable hereunder)share certificate or certificates desired, and (iii) the name or names in which such certificates are to the registered, (c) if the Common Stock to be received upon the exercise of this Warrant has not been registered under the Securities Act, a written certification in substantially the form of the Certification attached hereto as Annex B, and 2 (d) payment of the Exercise Price (as defined below) with respect to such Warrant Sharesshares. Such payment may be made, at the option of the Holder, either (a) by cash, money order, certified or bank cashier’s 's check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listedtransfer. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and paymentfive Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquiredaggregate number of shares of Common Stock specified in said notice. The share certificate or certificates so delivered shall be in such denominations as may be specified in such noticenotice or, if such notice shall not specify denominations, shall be in the amount of the number of shares of Common Stock for which the Warrant is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Sharessuch shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such the certificate or certificates, deliver to the Holder a new Warrant evidencing the right rights to purchase the remaining shares of Common Stock issuable under called for by this Warrant, which new Warrant shall, shall in all other respects, respects be identical to with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, stamp, documentary and similar taxes (if any) and other charges payable in connection with the preparation, issuance and delivery of share certificates and a new Warrants under this provisionWarrant, except that, if share certificates or a new Warrant shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment.
Appears in 5 contracts
Samples: Warrant Agreement (Capstar Broadcasting Corp), Warrant Agreement (Capstar Broadcasting Corp), Warrant Agreement (Capstar Broadcasting Corp)
Method of Exercise. To exercise this (a) This Warrant may be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a "NOTICE OF EXERCISE") substantially in the form attached hereto as EXHIBIT A via facsimile to the Company. Prior to sending the Notice of Exercise via facsimile, the Holder shall deliver on any Business Day give Xxxxxxx Xxxxxxxxxx notice of its intent to submit a Notice of Exercise by telephone (and if Xx. Xxxxxxxxxx is not available to be reached by telephone, either Xxxxx Xxxxxxx or Xxxxx Xxxxxxxx by telephone, or such other person designated by the Company after the Closing Date). Promptly thereafter the Holder shall surrender this Warrant (if the entire amount of the Warrant is subject to the Notice of Exercise) to the Company at its principal place of business this Warrantoffice via overnight delivery service, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, accompanied by payment of the Holder’s election to exercise this Warrant, which notice shall specify Purchase Price multiplied by the number of shares of Common Stock for which this Warrant Shares to be purchased is being exercised (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder"EXERCISE PRICE"), and payment . Payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may shall be made, at the option of the Holder, either (ai) by cash, certified check or bank cashier’s check draft payable to the order of the Company, or (ii) by wire transfer in an amount equal to the product account of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless Company. Upon exercise” of this Warrant, in which event the Holder shall be entitled to receive from within three Trading Days of the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price Exercise Date (as defined below) on the Business Day immediately prior to the date of such exerciseherein), equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board one or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shallmore certificates, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the Holder's name of the Holder or in such other name or names as shall be designated in such noticethe Holder may direct, subject to the limitations on transfer contained herein, for the number of shares of Common Stock so purchased. This Warrant The shares of Common Stock so purchased shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, issued as of the close of business on the date on which the aforementioned notice Company shall have received from the Holder payment in full of the Exercise Price (the "EXERCISE DATE").
(b) Upon exercise of a portion of this Warrant in accordance with the terms hereof, records showing the amount so exercised and payment is received the date of exercise shall be maintained on a ledger substantially in the form of ANNEX B attached hereto (an originally signed and executed copy of which shall be delivered to the Company with each Notice of Exercise). The Company shall maintain the originally signed and executed ledger and the Holder shall maintain a copy thereof. Upon execution of the exercise of the Warrants contemplated by the Company. If this Warrant shall have been exercised only in partNotice of Exercise, the Company shall, at the time of delivery of such certificate or certificates, shall deliver to the Holder a new Warrant evidencing copy of ANNEX B signed and executed by the right Company, and the Holder shall deliver to purchase the remaining Company a copy of Annex B signed by the Holder. It is specifically contemplated that the Company shall act as the calculation agent for all exercises of this Warrant. The Holder and any assignee, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following an exercise of a portion of this Warrant, the number of shares of Common Stock issuable under represented by this Warrant will be the amount indicated on ANNEX B attached hereto (which may be less than the amount stated on the face hereof).
(c) In the event there is a dispute as to the number of shares of Common Stock the Holder is entitled to receive upon exercise of this Warrant, which new Warrant shallthe Company shall issue to the Holder the number of shares not in dispute and the Company and the Holder will use their best efforts to resolve such dispute within one Business Day following the receipt of a Notice of Exercise. If such dispute cannot be resolved within such one-day period, in all other respects, be identical the Company and the Holder shall submit the dispute to this Warrantan independent accountant mutually agreed upon by the Company and the Holder to make a final and binding determination of the number of shares owed to the Holder. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with issue shares of Common Stock owed to Holder as a result of the preparation, issuance and delivery resolution of share certificates and new Warrants under this provisionthe dispute within two Business Days following the receipt of the accountant's independent determination.
Appears in 5 contracts
Samples: Warrant Agreement (Boston Biomedica Inc), Warrant Agreement (Boston Biomedica Inc), Warrant Agreement (Boston Biomedica Inc)
Method of Exercise. To exercise this Warrant (a) This warrant may be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a "Notice of Exercise") substantially in the form attached hereto as Exhibit A via facsimile to the Company. Promptly thereafter the Holder shall deliver on any Business Day surrender this Warrant to the Company at its principal place of business this Warrantoffice, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, accompanied by payment of the Holder’s election to exercise this Warrant, which notice shall specify Purchase Price multiplied by the number of shares of Common Stock for which this Warrant Shares to be purchased is being exercised (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder"Exercise Price"), and payment . Payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may shall be made, at the option of the Holder, either (ai) by cash, certified check or bank cashier’s check draft payable to the order of the Company, or (ii) by wire transfer in an amount equal to the product account of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or Company.
(b) by a “In addition to the foregoing, at the option of Holder, this Warrant may be exercised, at any time or from time to time, in the following "cashless exercise” " transactions:
(i) Upon written notice of exercise from the Holder to the Company that the Holder is exercising this Warrant in whole or in part and as consideration of such exercise is authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon exercise of this Warrant, in which event the Company shall deliver to the Holder shall receive from (without payment by the Holder of the aggregate Purchase Price) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the Spread Value by (y) the Fair Market Value of one share of Common Stock immediately prior to the exercise of the Conversion Right. The shares withheld by the Company the number shall no longer be issuable under this Warrant.
(ii) Fair Market Value of a share of Warrant Shares equal as of a particular date (the "Determination Date") shall mean:
(A) If the Warrant Shares are traded on an exchange or are quoted on the Nasdaq National Market or the Nasdaq SmallCap Market ("Nasdaq"), then the average of the closing or last sale price, respectively, reported for the five trading days immediately preceding the Determination Date.
(B) If the Warrant Shares are not traded on an exchange or on Nasdaq but are traded in the over-the- counter market or other similar organization (including the OTC Bulletin Board), then the average of the closing bid and ask prices reported for the five trading days immediately preceding the Determination Date.
(C) If the Warrant Shares are not traded as provided above, then the price determined in good faith by the Board of Directors of the Company, provided that (i) the basis or bases of each such determination shall be set forth in the corporate records of the Company pertaining to meetings and other actions of such board, and (ii) such records are available to the Holder for inspection during normal business hours of the Company upon the giving of reasonable prior notice.
(D) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's certificate of incorporation, then all amounts to be payable per share to Holders of the securities then comprising Warrant Shares pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Warrant Shares in liquidation under the certificate of incorporation, assuming for the purposes of this clause (D) that all of the shares of Warrant Shares then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.
(iii) The term "Spread Value" shall mean (i) the number of Warrant Shares as to which this Warrant is being shares exercised minus at a given time multiplied by the Fair Market Value of one share of Common Stock, less (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the applicable Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provision.
Appears in 5 contracts
Samples: Common Stock Purchase Warrant (Dial Thru International Corp), Common Stock Purchase Warrant (Dial Thru International Corp), Common Stock Purchase Warrant (Dial Thru International Corp)
Method of Exercise. To The Warrants initially are exercisable at an aggregate initial exercise this price (subject to adjustment as provided in SECTION 8 hereof) per share of Common Stock and per Redeemable Warrant as set forth in whole SECTION 6 hereof payable by certified or official bank check in partNew York Clearing House funds, subject to adjustment as provided in SECTION 8 hereof. Upon surrender of a Warrant Certificate with the Holder shall deliver on any Business Day to the Company at its principal place of business this Warrant, a written notice in substantially the annexed Form of Subscription attached hereto as Exhibit AElection to Purchase duly executed, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and together with payment of the Exercise Price (as defined belowhereinafter defined) with respect for the shares of Common Stock and/or Redeemable Warrants so purchased at the Company's principal executive offices (presently located at 6466 Indian School Road, N.E., Albuquerque, New Mexico 87110) the registered holder of a Warrant Certificate ("Holder" or "Holders") shall be entitled to such receive a certificate or certificates for the shares of Common Stock so purchased and a certificate or certificates for the Redeemable Warrants so purchased. The purchase rights represented by each Warrant Shares. Such payment may be made, Certificate are exercisable at the option of the HolderHolder thereof, either in whole or in part (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal but not as to the product fractional shares of the Purchase Price times Common Stock and Redeemable Warrants underlying the number of Warrant Shares (Warrants). In the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share redeems all of the Company’s Common Stock was sold as outstanding Redeemable Warrants, the Redeemable Warrants underlying the Warrants may only be exercised if such exercise is simultaneous with the exercise of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listedWarrants. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as Warrants may be specified in such notice, and shall be issued in the name exercised to purchase all or part of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable and/or Redeemable Warrants represented thereby. In the case of the purchase of less than all the shares of Common Stock and/or Redeemable Warrants purchasable under this Warrantany Warrant Certificate, which the Company shall cancel said Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with Certificate of like tenor for the preparation, issuance and delivery balance of share certificates and new the shares of Common Stock and/or Redeemable Warrants under this provisionpurchasable thereunder.
Appears in 4 contracts
Samples: Representative's Warrant Agreement (Lasik America Inc), Representative's Warrant Agreement (Lasik America Inc), Representative's Warrant Agreement (Lasik America Inc)
Method of Exercise. To Subject to the limitations in Section 1.3 below, Holder may at any time beginning on the Exercisability Date and for three (3) years from such date of effectiveness, or such later date as the Company may in its sole discretion determine (the “Exercise Period”), exercise this Warrant in whole or in part, part the Holder purchase rights evidenced by this Warrant. Such exercise shall deliver on any Business Day to be effected by:
(a) the Company at its principal place surrender of business this Warrant, together with a written duly executed copy of the form of notice in substantially the Form of Subscription exercise attached hereto as Exhibit A, to the Secretary of the Holder’s election Company at its principal office;
(b) the payment to exercise this Warrantthe Company, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check payable to Company’s order or wire transfer in to the Company’s account, of an amount equal to the product of the Purchase aggregate Warrant Price times for the number of Shares for which the purchase rights hereunder are being exercised. Alternatively if then permitted under applicable securities laws, Holder may exercise this Warrant Shares by delivering to the Company: (the i) a properly executed notice of exercise together with a copy of irrevocable instructions (“Exercise PriceBroker Instructions”) as to a FINRA-member securities broker-dealer to promptly deliver to the Company cash or a check payable to the Company in the full amount of the Warrant Price for the total number of Shares being purchased against the Company’s delivery of the Shares for which this Warrant is being exercised or (b) by a “cashless exercise” if Holder and the securities broker comply with such procedures and enter into such agreements of this Warrant, in which event the Holder shall receive from indemnity and other agreements as the Company the number may reasonably prescribe as a condition of Warrant Shares equal to (ithat payment procedure) the number of Warrant Shares as to which this Warrant is being exercised minus or (ii) the number shares of Warrant Shares Common Stock, free and clear of any and all liens, claims and encumbrances, having an aggregate value determined by reference to the Closing Price Fair Market Value (as defined herein below) on the Business Day immediately prior to the date of such exercise, equal to the product full amount of (x) the Exercise Warrant Price times (y) for the total number of Shares being purchased. Holder may also make payment in any combination of the permissible forms of payment described in the preceding sentence. Additionally, if then permitted under applicable securities laws, if the Fair Market Value of the Shares at time of exercise is greater than the Warrant Shares as to which Price, Holder may exercise this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published or any portion hereof by indicating on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt notice of such notice and payment, execute and deliver or cause exercise that Holder elects to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If exercise this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder on a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrantnet exercise basis (“Net Exercise Basis”). The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with then issue to Holder a number of Shares determined using the preparation, issuance and delivery of share certificates and new Warrants under this provision.following formula: X = Y (A-B) where
Appears in 4 contracts
Samples: Unsecured Convertible Note and Warrant Issuance Agreement (Cool Holdings, Inc.), Unsecured Convertible Note and Warrant Issuance Agreement (Cool Holdings, Inc.), Unsecured Convertible Note and Warrant Issuance Agreement (Cool Holdings, Inc.)
Method of Exercise. To (a) In order to exercise this Warrant Option, in whole or in part, the Holder Optionee shall deliver on any Business Day to the Company at its principal place of business this Warrantbusiness, or at such other offices as shall be designated by the Company (i) a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s such Optionee's election to exercise this WarrantOption, which notice shall specify the number of Warrant Shares to be purchased pursuant to such exercise and (which shall be ii) either (A) cash or a whole number of shares if for less than all check payable to the Warrant Shares then issuable hereunder), and payment order of the Exercise Price Company, (as defined belowB) with respect to such Warrant Shares. Such payment may be made, at notice that the option exercise price is satisfied by reduction of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) to be received by Optionee upon exercise of this Option as to which this Warrant is being exercised or provided in Section (b) by a “cashless exercise” of this Warrantbelow, in which event with the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date amount of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be reduction specified in such notice, and shall be issued in (C) shares of Common Stock having a fair market value equal to the name Exercise Price, or (D) a combination of the Holder above. The Company shall undertake to make prompt delivery of the stock certificate(s) evidencing such part of the Shares, provided that if any law or such other name or names as shall be designated regulation requires the Company to take any action with respect to the Shares specified in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issuednotice before the issuance thereof, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of then the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificatesShares shall be extended for the period necessary to take such action.
(b) At the election of the Optionee, deliver the Optionee may exercise this Option without a cash payment of the exercise price by designating that the number of Shares issuable to Optionee upon such exercise shall be reduced by the number of Shares having a fair market value equal to the Holder a new Warrant evidencing amount of the right total Exercise Price for such exercise. In such instance, no cash or other consideration will be paid by the Optionee in connection with such exercise and no commission or other remuneration will be paid or given by the Optionee or the Company in connection with such exercise.
(c) For all purposes relating to purchase the remaining surrender or delivery of Shares in satisfaction of obligations described in subsection (a) and (b) of this Section, the fair market value of the shares of Common Stock issuable delivered or surrendered shall be determined as of the business day next preceding the date of their surrender or delivery, and shall mean the price at which such shares would exchange hands between a willing buyer and willing seller, neither of whom are under this Warrantcompulsion to buy or sell, as reasonably determined by the Committee; provided, however, that so long as such shares are listed on a national stock exchange or quoted on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), it shall mean the closing sale price (or, if no closing sale price is quoted, the mean between the closing bid and sale price) of such shares on such exchange or on NASDAQ on such next business day, or, if no such shares were traded on such business day, the closing sale price (or, if no closing sale price is quoted, the mean between the closing bid and sale price) on the next preceding business day on which new Warrant shallsuch shares were traded.
(d) Upon the exercise of an Option, and before the transfer of Shares, the Optionee shall be required to pay to the Company, in all other respectscash or in Shares (including, but not limited to, the reservation to the Company of the requisite number of Shares otherwise payable to such person with respect to such Option in the manner described in (b)) the amount which the Company reasonably determines to be identical necessary in order for the Company to this Warrant. The Company shall pay all expensescomply with applicable federal or state tax withholding requirements, stampand the collection of employment taxes; provided, documentary and similar taxes and other charges payable further, that the Committee may require that such payment be made in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisioncash.
Appears in 4 contracts
Samples: Nonqualified Stock Option Agreement (Diversified Corporate Resources Inc), Nonqualified Stock Option Agreement (Diversified Corporate Resources Inc), Nonqualified Stock Option Agreement (Diversified Corporate Resources Inc)
Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver on any Business Day Commercial Option for a particular disease indication:
2.1.3.1 Licensee must provide written notice to Licensor at least […***…] prior to the Company at its principal place expiration of business this Warrantthe Election Term, a which written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall must specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined belowdisease indication(s) with respect to which Licensee desires to exercise a Commercial Option (the “Nomination Notice”).
2.1.3.2 Within […***…] of Licensor’s receipt of such Warrant Shares. Such payment may be madeNomination Notice, at Licensor will inform Licensee in writing (the option “Availability Notice”) of whether the nominated disease indication is available for licensing based on whether it is the subject of any of the Holderfollowing:
(i) a conflicting license with a Third Party (such license, either a “Conflicting License”),
(ii) a license being negotiated with a Third Party, as to which […***…] […***…], a “Conflicting Negotiation”); in which event, the Availability Notice will describe whether the license under negotiation would be exclusive or non-exclusive, the disease indication and territory subject to the Conflicting Negotiation, the applicable adeno-associated virus vector(s) being discussed, and any other exclusions that would apply to Licensee’s exercise of its Commercial Option for the nominated disease indication (collectively, the “Excluded Rights”); or
(iii) an existing Licensor program (i.e., a program that is the subject of on-going advanced preclinical study (e.g., there has been a pre-IND meeting) or is in clinical development or at a later stage of development or commercialization by Licensor or its Affiliates) (such program, a “Conflicting Program”).
2.1.3.3 If Licensor states in the Availability Notice that the nominated disease indication is subject to a Conflicting License or a Conflicting Program, then no Commercial Option will be deemed exercised with respect to such nominated disease indication, in which event Licensee will have the continuing right, until at least […***…] prior to the expiration of the Election Term, to nominate another disease indication with respect to which Licensee desires to exercise such Commercial Option. If Licensor states in the Availability Notice that the nominated disease indication is subject to a Conflicting Negotiation, then such nominated disease indication will be deemed available for licensing, but such license shall be subject to any Excluded Rights that are being negotiated with the Third Party as part of the Conflicting Negotiation, and the Availability Notice sent by Licensor to Licensee will include a statement of Program Costs, if any, associated with the nominated disease indication. If the nominated disease indication is not subject to a Conflicting License, Conflicting Program, or Conflicting Negotiation, Licensor will so state in the Availability Notice, and such nominated disease indication will be deemed available for licensing, and the Availability Notice sent by Licensor to Licensee will include a statement of (i) Program Costs, if any, associated with the nominated disease indication as of the date of such Availability Notice, plus Licensor’s reasonable, good faith estimate for the anticipated Program Costs for the […***…] period following the date of such Availability Notice, and (ii) to Licensor’s knowledge, a general description of any Know-How Controlled by Licensor that is applicable to the nominated disease indication and proposed to be included in Exhibit B as Licensed Know-How; provided that Licensor will not be required to disclose any such Licensed Know-How prior to the Grant Date.
2.1.3.4 If the nominated disease indication set forth in the Nomination Notice is available (in whole or, in the case of a Conflicting Negotiation, subject to the Excluded Rights), Licensee will have […***…] from receipt of the Availability Notice to notify Licensor whether it wishes to include in the license any Licensed Know-How identified by Licensor pursuant to 2.1.3.3 and to pay Licensor, by wire transfer, (a) by cashthe commercial option fee set forth in Section 3.1 and (b) if applicable, certified or bank cashier’s check or wire transfer in an amount equal to […***…] the product Program Costs for such nominated disease indication; provided that Licensee will not be required to pay, on a Commercial Option-by-Commercial Option basis, more than […***…] in the aggregate under this clause (b). If Licensee fails to deliver such payment within such […***…] period, the nominated disease indication will be deemed rejected by Licensee, and no Commercial Option will be deemed exercised with respect to such indication, in which event Licensee will have the continuing right, at least until […***…] prior to the expiration of the Purchase Price times Election Term, to nominate another disease indication with respect to which Licensee desires to exercise a Commercial Option. If Licensee makes such payment within such […***…] period, (i) the number of Warrant Shares license grant in Section 2.1.4 will become effective (subject to any Excluded Rights, if applicable), (ii) Exhibit D will be amended to set forth the applicable disease indication with respect to which the license in Section 2.1.4 has been granted (a “Exercise PriceLicensed Indication”) and, if applicable, any Excluded Rights, (iii) the additional representation and warranty by Licensor as set forth in Exhibit F shall become effective as of the Grant Date for the applicable Licensed Indication (unless Licensor has otherwise disclosed to Licensee in the Availability Notice any exceptions to such representation and warranty), (iv) the Parties shall promptly amend Exhibit A to include, subject to Section 2.6, any then-existing Licensor Improvements applicable to such Licensed Indication and, if Licensee has notified Licensor that it wishes to include Licensed Know-How in the license, the Parties shall promptly amend Exhibit B to include a general description of such Licensed Know-How, and (v) Licensee will have exhausted one of its four Commercial Options.
2.1.3.5 For purposes of nominating a disease indication for the exercise of a Commercial Option, the indication must be a specific type of condition and not a general disease class, for instance “mucopolysaccharidosis (MPS) VI” and not “mucopolysaccharidosis (MPS)” and “hemophilia A” not “hemophilia.” If Licensor determines that a disease indication nominated by Licensee pursuant to this Section 2.1.3 is not sufficiently specific, prior to providing the Availability Notice and within […***…] of Licensor’s receipt of the Nomination Notice, Licensor will notify Licensee, and the Parties will negotiate in good faith as to the proposed scope and definition of the nominated disease indication.
2.1.3.6 Licensee will be entitled to continue to nominate […***…] […***…] of specific disease indications at least […***…] prior to the expiration of the Election Term, until Licensee has exercised its four Commercial Options.
2.1.3.7 Nothing in this Agreement will prevent Licensor from granting licenses to any Third Parties for any disease indications or from initiating Licensor’s own programs for any disease indications, in either case, other than the specific Licensed Indications with respect to which Licensee has exercised a Commercial Option.
2.1.3.8 Notwithstanding anything herein to the contrary, nothing in this Warrant is being exercised Agreement will prevent Licensor from (a) granting non-exclusive research licenses to Third Parties in any field; or (b) by maintaining Licensor’s commercial reagent and services business.
2.1.3.9 Provided that Licensee has not already exercised all four of its Commercial Options, if a “cashless exercise” nominated disease indication that was subject to a Conflicting License or Conflicting Program becomes available for licensing prior to the expiration of this Warrantthe Election Term, Licensor will promptly notify Licensee, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately Licensee may submit a new Nomination Notice for such disease indication at least […***…] prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share expiration of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionElection Term.
Appears in 4 contracts
Samples: Option and License Agreement (Ultragenyx Pharmaceutical Inc.), Option and License Agreement (Dimension Therapeutics, Inc.), Option and License Agreement (Dimension Therapeutics, Inc.)
Method of Exercise. To exercise this The Soliciting Dealer Warrant shall be exercised by surrender to the Company, at its principal office in whole New York, New York or at the office of the Company’s stock transfer agent, if any, or at such other address as the Company may designate by notice in partwriting to the Warrantholder at the address of the Warrantholder appearing on the books of the Company, of the Holder shall deliver on any Business Day certificate evidencing the Soliciting Dealer Warrant to be exercised, together with the form of Election to Purchase, included as Exhibit “B” hereto, duly completed and signed, and upon payment to the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this WarrantWarrant Price (as determined in accordance with the provisions of Sections 7 and 8 hereof), which notice shall specify for the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to which such Soliciting Dealer Warrant Sharesis then being exercised together with all taxes applicable upon such exercise. Such payment may be made, at the option Payment of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase aggregate Warrant Price times for the number of Warrant Shares (the “Exercise Price”) as with respect to which this the Soliciting Dealer Warrant is being exercised shall be made in cash or (b) by a “cashless exercise” of this Warrantcertified check or cashier’s check, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference payable to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share order of the Company. A Soliciting Dealer Warrant may not be exercised if the Shares to be issued upon the exercise of the Soliciting Dealer Warrant have not been registered (or be exempt from registration) in the state of residence of the holder of the Soliciting Dealer Warrant or if a prospectus relating to the Offering (the “Prospectus”) required under the laws of such state cannot be delivered to the buyer on behalf of the Company. In addition, holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrant to the extent such exercise will cause them to exceed the ownership limits set forth in the Company’s Common Stock was sold Charter, as of amended (the “Articles”). If any Soliciting Dealer Warrant has not been exercised by the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which Exercise Period, it will terminate and the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to Warrantholder will have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionno further rights thereunder.
Appears in 4 contracts
Samples: Warrant Purchase Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Warrant Purchase Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Warrant Purchase Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.)
Method of Exercise. To exercise this This Warrant may be exercised, in whole or in part, at any time before the Holder shall deliver on any Business Day Expiration Date, subject to the terms and conditions herein, by presentation and surrender of this Warrant, the notice of exercise form attached hereto as Exhibit A duly completed and executed, and payment of the aggregate Warrant Price then in effect for the Warrant Shares to be acquired to the Company at its principal place office or the office of business this Warrant, a written notice in substantially its agent as the Form of Subscription attached hereto as Exhibit A, Company may from time to time designate. Payment of the Holder’s election aggregate Warrant Price for Warrant Shares to be purchased upon exercise of all or a portion of this WarrantWarrant shall be made by either (i) delivery of a certified check, which notice shall specify bank cashier's check or wire transfer to an account designated by the Company equal to the aggregate Warrant Price, (ii) delivery of securities of the Company beneficially owned by the Holder having an aggregate Market Price on the date of exercise equal to the aggregate Warrant Price, (iii) a combination of cash (payable by wire transfer or certified or bank check) and securities of the Company beneficially owned by such Holder having a total aggregate value (the sum of the amount of the cash payment plus the Market Price of the securities on the date of the exercise) equal to the aggregate Warrant Price, or (iv) if the Market Price of one share of Common Stock is greater than the Warrant Price (at the date of exercise), the Holder may elect a cashless exercise whereby the Holder will receive the number of shares of Common Stock equal to the result of dividing (x) by (y) where (x) is equal to the number of Warrant Shares to be purchased exercised multiplied by the Market Price minus the Warrant Price and (which y) is equal to the Market Price. If this Warrant is exercised in connection with a registered public offering of the Company's securities, the form attached hereto as Exhibit A-1 shall be a whole number delivered in lieu of shares if Exhibit A. The Company reserves the right to change Exhibits A and A-1 and any attachment thereto to the extent deemed necessary by counsel for less than all the Company to assure that exercise of this Warrant and issuance of the Warrant Shares then issuable hereunder)will comply with federal, and payment state, or other securities laws. Holder shall be deemed to become Holder of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option record of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares issuable upon exercise (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder ) immediately before the close of record of Warrant Shares, as of business on the date the aforementioned notice and payment or dates on which this Warrant is received by the Companyexercisable. If this Warrant is exercised, certificates for the Warrant Shares shall have be delivered to Holder as soon as possible and in any event within ten (10) days after the exercise hereof. Unless this Warrant has been fully exercised only in partor expired, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing representing the right portion of the Warrant Shares with respect to purchase which this Warrant was not exercised also shall be issued to Holder as soon as possible and in any event within ten (10) days after the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionexercise.
Appears in 3 contracts
Samples: Warrant Agreement (Opticare Health Systems Inc), Warrant Agreement (Opticare Health Systems Inc), Warrant Agreement (Opticare Health Systems Inc)
Method of Exercise. To exercise this Warrant in whole or in partthe Investment Incentive Warrant, the Holder shall deliver on any Business Day to Company, at the Company at its principal place office of business Company, (a) this WarrantWarrant Certificate, (b) a written notice notice, in substantially the Form form of the Subscription Notice attached hereto as Exhibit Ahereto, of the such Holder’s 's election to exercise this the Investment Incentive Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and c) payment of the Exercise Price (as defined below) with respect to such Warrant Sharesshares, and (d) the representation required by Section 2.3 hereof. Such payment Payment of the Exercise Price may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s 's check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercisedtransfer. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as As promptly as practicable and in any event within seven (7) days after receipt of such notice and paymentthe items referred to above, Company shall execute and deliver or cause to be executed and deliveredthe Holder, in accordance with such notice, a certificate or certificates representing the aggregate number of shares of fully paid and non-assessable Common Stock the Investment Incentive Warrant Shares so acquiredis exercisable for pursuant to Section 1.2. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Sharessuch shares, as of the date the aforementioned notice Subscription Notice and payment in full of the Exercise Price is received by the Company. If this Warrant In the event of an overpayment with respect to the Exercise Price, Company will promptly reimburse Holder for any amount representing an overpayment. In the event of an underpayment with respect to the Exercise Price, Company will issue a certificate or certificates representing the aggregate number of shares for which payment has been received in full and Company will advise Holder of the amount underpaid and, upon payment of the balance due, issue the remaining shares. In the event of an underpayment Holder will have no rights as a shareholder with respect to any of the shares issuable upon exercise for which the Exercise Price has not been paid in full until such payment has been received by Company at which time Holder shall be deemed for all purposes to have been exercised only in part, the Company shall, at the time become a holder of delivery record of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrantshares. The Company shall pay all expenses, stamp, documentary and similar taxes (if any) and other charges payable in connection with the preparation, issuance and delivery of all share certificates and new Warrants under this provisioncertificates.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Canisco Resources Inc), Securities Purchase Agreement (SCC Investment I Lp), Securities Purchase Agreement (Mansfield Teddy L)
Method of Exercise. The Vested Warrant Shares pursuant to this Warrant may be exercised by the Registered Holder as a whole or in part at any time and from time to time subsequent to the date hereof and until the Expiration Date at which time this Warrant shall expire and be of no further force or effect; provided, however, that the minimum number of Warrant Shares that may be purchased on a single exercise shall be 1,000 or the entire number of shares remaining available for exercise hereunder, whichever is less. To exercise this Warrant in whole or in partWarrant, the Registered Holder shall deliver on any Business Day to the Company Company, at its principal place of business this Warrantthe Warrant Office designated in Section 2.1(a), a written notice in substantially the form of the Purchase Form of Subscription attached hereto as Exhibit AA hereto, stating therein the election of the Holder’s election Registered Holder to exercise this WarrantWarrant in the manner provided in the Purchase Form, which notice along with payment in full of the Exercise Price (in the manner described below) for all Vested Warrant Shares purchased hereunder. Subject to compliance with Section 3.1(a)(vi), this Warrant shall specify be deemed to be exercised on the number date of receipt by the Company of the Purchase Form, accompanied by payment for the Vested Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” surrender of this Warrant, in which event as aforesaid, and such date is referred to herein as the Holder shall receive from “Exercise Date.” Upon such exercise (subject as aforesaid), the Company the number of Warrant Shares equal to shall promptly (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven three Business Days (7as defined in the Merger Agreement) days after receipt of such notice and payment, execute following the Exercise Date) issue and deliver or cause to be executed and delivered, in accordance with such notice, the Registered Holder a certificate or certificates representing statement evidencing ownership in book-entry form for the full number of the Vested Warrant Shares so acquiredpurchasable by the Registered Holder hereunder, against the receipt by the Company of the total Exercise Price payable hereunder for all such Vested Warrant Shares, (a) in cash or by certified or cashier’s check or (b) pursuant to the Net Exercise provisions of Section 1.2. The certificate person or certificates so delivered shall be entity in such denominations as may be specified in such notice, and shall whose name the certificate(s) or book-entry statements for Common Stock is to be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of such Common Stock on the date the aforementioned notice and payment is received by the CompanyExercise Date. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of fails to deliver such certificate or certificatesstatement during the time period specified above, deliver to then the Registered Holder a new Warrant evidencing will have the right to purchase rescind such exercise; provided, that nothing herein shall limit a Registered Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance or injunctive relief with respect to the remaining shares Company’s failure to deliver such certificate or statement in accordance with the terms of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provision.
Appears in 3 contracts
Samples: Warrant Agreement (Carlyle Group L.P.), Warrant Agreement (Carlyle Group L.P.), Warrant Agreement (Sequential Brands Group, Inc.)
Method of Exercise. To exercise this The Soliciting Dealer Warrant shall be exercised by surrender to the Company, at its principal office in whole Oak Brook, Illinois or at the office of the Company's stock transfer agent, if any, or at such other address as the Company may designate by notice in partwriting to the Warrantholder at the address of the Warrantholder appearing on the books of the Company, of the Holder shall deliver on any Business Day certificate evidencing the Soliciting Dealer Warrant to be exercised, together with the form of Election to Purchase, included as Exhibit "B" hereto, duly completed and signed, and upon payment to the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this WarrantWarrant Price (as determined in accordance with the provisions of Sections 7 and 8 hereof), which notice shall specify for the number of Shares with respect to which such Soliciting Dealer Warrant is then exercised together with all taxes applicable upon such exercise. Payment of the aggregate Warrant Price shall be made in cash or by certified check or cashier's check, payable to the order of the Company. A Soliciting Dealer Warrant may not be exercised if the Shares to be purchased issued upon the exercise of the Soliciting Dealer Warrant have not been registered (which shall or be exempt from registration) in the state of residence of the holder of the Soliciting Dealer Warrant or if a whole number Prospectus required under the laws of shares if for less than all such state cannot be delivered to the buyer on behalf of the Company. In addition, holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrant Shares then issuable hereunder)to the extent such exercise will cause them to exceed the ownership limits set forth in the Company's Second Articles of Amendment and Restatement, and payment as amended. If any Soliciting Dealer Warrant has not been exercised by the end of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be madePeriod, at it will terminate and the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to Warrantholder will have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionno further rights thereunder.
Appears in 3 contracts
Samples: Warrant Purchase Agreement (Inland Monthly Income Fund Iii Inc), Warrant Purchase Agreement (Inland Real Estate Corp), Warrant Purchase Agreement (Inland Monthly Income Fund Iii Inc)
Method of Exercise. To The Holder may exercise this Warrant in whole all or in part, any of the Warrants by either of the following methods:
(i) The Holder shall may deliver on any Business Day to the Company at its principal place of business this Warrant, the Corporate Office (A) a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the such Holder’s 's election to exercise this WarrantWarrants, duly executed by such Holder in the form set forth on the reverse of, or attached to, such Warrant Certificate, which notice shall specify the number of Warrant Shares to be purchased purchased, (which shall be B) the Warrant Certificate evidencing such Warrants and (C) a whole number of shares if sum equal to the aggregate Warrant Price for less than all the Warrant Shares then issuable hereunder)into which such Warrants are being exercised, and payment which sum shall be paid in any combination elected by such Holder of (x) a company or personal check payable to the order of the Exercise Price Company and delivered to the Company at the Corporate Office, or (y) wire transfers in immediately available funds to the account of the Company at such banking institution as defined belowthe Company shall have given notice to the Holders in accordance with Section 10.1(b); or
(ii) with respect The Holder may also exercise all or any of the Warrants in a "cashless" or "net-issue" exercise by delivering to the Company at the Corporate Office (A) a written notice of such Holder's election to exercise Warrants, duly executed by such Holder in the form set forth on the reverse of, or attached to, such Warrant Shares. Such payment may be madeCertificate, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times which notice shall specify the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the be delivered to such Holder shall receive from the Company and the number of Warrant Shares equal with respect to which such Warrants are being surrendered in payment of the aggregate Warrant Price for the Warrant Shares to be delivered to the Holder, and (iB) the number Warrant Certificate evidencing such Warrants. For purposes of this subparagraph (ii), each Warrant Shares Share as to which this such Warrants are surrendered in payment of the aggregate Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate Price will be attributed a value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Current Market Price times per share of Common Shares minus (y) the number of then-current Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provision.
Appears in 3 contracts
Samples: Warrant Agreement (Belco Oil & Gas Corp), Warrant Agreement (Joint Energy Development Investments Lp), Merger Agreement (Coda Energy Inc)
Method of Exercise. To A Registered Holder may exercise this a Warrant in whole or in partby delivering, the Holder shall deliver not later than 5:00 p.m., New York time, on any Business Day business day during the applicable Exercise Period (the “Exercise Date”) to the Company Warrant Agent at its principal place corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, (ii) an election to purchase (“Election to Purchase”) any shares of business this WarrantCommon Stock pursuant to the exercise of a Warrant (the “Shares”), a written notice in substantially properly completed and executed by the Form of Subscription attached hereto as Exhibit A, Registered Holder on the reverse of the Holder’s election Warrant Certificate, and (iii) either (A) the Warrant Price for each Warrant to be exercised and delivered pursuant to a cashless exercise this Warrant, which notice shall specify the by surrendering Warrants for that number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the quotient obtained by dividing (x) the product of the Purchase Price times the number of Shares underlying the surrendered Warrants multiplied by the difference between the Fair Market Value (defined below) and the Warrant Shares Price by (y) the “Exercise Price”) as to which this Warrant is being exercised Fair Market Value, or (bB) if the Common Stock is not listed on an Eligible Market and any Sale Transaction (defined herein) is consummated, the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. “Fair Market Value” shall mean (i) if such Common Stock is listed on an Eligible Market, the average reported last sale price of the Common Stock on the applicable Eligible Market for the 10 trading days ending on the third trading day prior to the date on which the Election to Purchase by a “cashless exercise” holder of this Warrants is sent to the Warrant Agent and (ii) if such Common Stock is not listed on an Eligible Market, the value of the Common Stock as determined in good faith by the Board of Directors of the Company. If any of (A) the Warrant Certificate, (B) the Election to Purchase, or (C) the Warrant Price, if any, therefor, is received by the Warrant Agent after 5:00 p.m., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a Business Day. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the Registered Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Registered Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall, by 11:00 a.m. Eastern Time on the Business Day following the Exercise Date of any Warrant, in which event the Holder shall receive from advise the Company and the number transfer agent and registrar in respect of Warrant Shares equal to (i) the Shares issuable upon such exercise as to the number of Warrant Shares as to which Warrants exercised in accordance with the terms and conditions of this Warrant is being exercised minus Agreement, (ii) the number instructions of Warrant each Registered Holder with respect to delivery of the Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of issuable upon such exercise, equal to and the product delivery of (x) definitive Warrant Certificates, as appropriate, evidencing the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share balance, if any, of the Company’s Common Stock was sold Warrants remaining after such exercise and (iii) such other information as of the end of a Business Day as published on the OTC Bulletin Board Company or such other exchange or automatic quotation system on which the Company’s Common Stock is then listedtransfer agent and registrar shall reasonably require. The Company shall, as promptly as practicable by 5:00 p.m., New York time, on the third Business Day next succeeding the Exercise Date of any Warrant, execute, issue and deliver to the Warrant Agent, the Shares to which such Registered Holder is entitled, in any event within seven (7) days after fully registered form, registered in the Registered Holder’s name. Upon receipt of such notice and paymentShares, execute and deliver the Warrant Agent shall, by 5:00 p.m., New York time, on the fifth Business Day next succeeding such Exercise Date, transmit such Shares to or cause to be executed and delivered, in accordance with such notice, a certificate or upon the order of the Registered Holder. In lieu of delivering physical certificates representing the Warrant Shares so acquiredissuable upon exercise, provided the Company’s transfer agent is participating in the Depository Fast Automated Securities Transfer program (or a similar program), the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares issuable upon exercise to the Registered Holder by crediting the account of the Registered Holder’s prime broker with the Depository Trust Company. The certificate time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. The exercise of the Warrants may only be settled by delivery of Shares and the Registered Holders shall not be entitled to payment of cash in lieu of Shares (net cash settlement) upon exercise of the Warrants pursuant to the terms of this Agreement or certificates so delivered the Warrants. The accrual of dividends, if any, on the Shares issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the Shares. From and after the issuance of such Shares, the former holder of the Warrants exercised will be entitled to the benefits generally available to other holders of Shares and such former holder’s right to receive payments of dividends and any other amounts payable in respect of the Shares shall be in such denominations as may be specified in such noticegoverned by, and shall be issued in subject to, the name of the Holder or terms and provisions generally applicable to such other name or names as shall Shares. Warrants may be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in partwhole numbers of Shares. No fractional Shares are to be issued upon the exercise of the Warrant. If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing Certificate for the right number of unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2 of this Agreement, and delivered to purchase the remaining shares holder of Common Stock issuable under this Warrant, which new the Warrant shall, in all other respects, be identical to this WarrantCertificate at the address specified on the books of the Warrant Agent or as otherwise specified by such Registered Holder. The Company shall not be required to pay all expenses, stamp, documentary and similar taxes and any stamp or other charges payable tax or governmental charge required to be paid in connection with any transfer involved in the preparationissue of the Shares upon the exercise of Warrants; and in the event that any such transfer is involved, issuance and delivery of share certificates and new Warrants under this provisionthe Company shall not be required to issue or deliver any Shares until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.
Appears in 3 contracts
Samples: Contribution Agreement (Trade Street Residential, Inc.), Contribution Agreement (Trade Street Residential, Inc.), Warrant Agreement (Trade Street Residential, Inc.)
Method of Exercise. To exercise this Warrant (a) This warrant may be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a "Notice of Exercise") substantially in the form attached hereto as Exhibit A via facsimile to the Company. Promptly thereafter the Holder shall deliver on any Business Day surrender this Warrant to the Company at its principal place of business this Warrantoffice, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, accompanied by payment of the Holder’s election to exercise this Warrant, which notice shall specify Purchase Price multiplied by the number of shares of Common Stock for which this Warrant Shares to be purchased is being exercised (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder"Exercise Price"), and payment . Payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may shall be made, at the option of the Holder, either (ai) by cash, certified check or bank cashier’s check or draft payable to the order of the Company, (ii) by wire transfer to the account of the Company, (iii) in an amount shares of Common Stock having a Market Value on the Exercise Date (as hereinafter defined) equal to the product aggregate Exercise Price or (iv) by presentation and surrender of this Warrant to the Company for cashless exercise (a "Cashless Exercise"), which such surrender being deemed a waiver of the Purchase Price times Holder's obligation to pay all or any portion of the Exercise Price. In the event the Holder elects a Cashless Exercise (which such election shall be irrevocable) the Holder shall exchange this Warrant for that number of shares of Common Stock determined by multiplying the number of Warrant Shares shares of Common Stock being exercised by a fraction, the numerator of which shall be the difference between the then current Market Value of the Common Stock and the Purchase Price, and the denominator of which shall be the then current Market Value of the Common Stock. If the amount of the payment received by the Company is less than the Exercise Price, the Holder will be notified of the deficiency and shall make payment in that amount within five (5) business days. In the event the payment exceeds the Exercise Price, the Company will promptly refund the excess to the Holder. Upon exercise, the Holder shall be entitled to receive, promptly refund the excess to the Holder. Upon exercise, the Holder shall be entitled to receive, promptly after payment in full, one or more certificates, issued in the Holder's name or in such name or names as the Holder may direct, subject to the limitations on transfer contained herein, for the number of shares of Common Stock so purchased. The shares of Common Stock so purchased shall be deemed to be issued as of the close of business on the date on which the Company shall have received from the Holder payment in full of the Exercise Price (the “"Exercise Price”) as to which this Warrant is being exercised or Date").
(b) Notwithstanding anything to the contrary set forth herein, upon exercise of all or a portion of this Warrant in accordance with the terms hereof, the Holder shall not be required to physically surrender this Warrant to the Company. Rather, records showing the amount so exercised and the date of exercise shall be maintained on a ledger substantially in the form of Annex B attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Exercise). It is specifically contemplated that the Holder hereof shall act as the calculation agent for all exercises of this Warrant. In the event of any dispute or discrepancies, such records maintained by a “cashless exercise” the Holders shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, in which event acknowledge and agree that, by reason of the Holder shall receive from the Company provisions of this paragraph, following an exercise of a portion of this Warrant, the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under represented by this Warrant, Warrant will be the amount indicated on Annex B attached hereto (which new Warrant shall, in all other respects, may be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with less than the preparation, issuance and delivery of share certificates and new Warrants under this provisionamount stated on the face hereof).
Appears in 3 contracts
Samples: Common Stock Purchase Warrant (Lahaina Acquisitions Inc), Common Stock Purchase Warrant (American International Petroleum Corp /Nv/), Common Stock Purchase Warrant (American International Petroleum Corp /Nv/)
Method of Exercise. To exercise this The Soliciting Dealer Warrant shall be exercised by surrender to the Company, at its principal office (currently located in whole Dallas, Texas) or at the office of the Company's stock transfer agent, if any, or at such other address as the Company may designate by notice in partwriting to the Warrantholder at the address of the Warrantholder appearing on the books of the Company, of the Holder shall deliver on any Business Day certificate evidencing the Soliciting Dealer Warrant to be exercised, together with the form of Election to Purchase, included as Exhibit B hereto, duly completed and signed, and upon payment to the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this WarrantWarrant Price (as determined in accordance with the provisions of Sections 7 and 8 hereof), which notice shall specify for the number of Shares with respect to which such Soliciting Dealer Warrant Shares to be purchased (which is then exercised together with all taxes applicable upon such exercise. Payment of the aggregate Warrant Price shall be a whole number made in (i) cash or by certified check or cashier's check, payable to the order of shares if for less than all the Company, (ii) surrender of the portion of the Soliciting Dealer Warrant Shares then issuable hereunder)having an aggregate value based on the current market price (as defined in Section 9 hereof) as of the date of exercise, and payment net of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exerciserelating thereto, equal to the product of (x) the aggregate Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as being purchased (the "Conversion Right"), or (iii) any combination of the end of a Business Day foregoing. A Soliciting Dealer Warrant may not be exercised unless and until such filings with the Commission (as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which hereinafter defined) have been made by the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such noticeSection 11 herein, a certificate or certificates representing necessary for the registration statement pursuant to which the Shares are registered to meet the current prospectus requirements of the Securities Act of 1933, as amended (the "Securities Act"). A Soliciting Dealer Warrant may not be exercised if the Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall to be issued upon the exercise of the Soliciting Dealer Warrant have not been registered (or are exempt from registration) in the name state of residence of the Holder holder of the Soliciting Dealer Warrant or if a Prospectus (as such other name or names as shall term is defined under the Securities Act required under the laws of such state cannot be designated in such noticedelivered to the buyer on behalf of the Company. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issuedIn addition, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record Soliciting Dealer Warrants may not exercise any Soliciting Dealer Warrants to the extent such exercise will cause such holder to exceed the ownership limits set forth in the Company's Articles of Warrant SharesIncorporation, as amended. If any Soliciting Dealer Warrant has not been exercised by the end of the date Exercise Period, it will terminate and the aforementioned notice and payment is received by the Company. If this Warrant shall Warrantholder will have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionno further rights thereunder.
Appears in 3 contracts
Samples: Warrant Purchase Agreement (Behringer Harvard Real Estate Investment Trust I Inc), Warrant Purchase Agreement (Behringer Harvard Reit I I Inc), Warrant Purchase Agreement (Behringer Harvard Reit I Inc)
Method of Exercise. To exercise this (a) This Warrant may be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a "Notice of Exercise") substantially in the form attached hereto as Annex ?A? via facsimile to Rocketinfo. Prior to sending the Notice of Exercise via facsimile, the Holder shall deliver on any Business Day give Computershare Trust Company, Inc. notice of its intent to submit a Notice of Exercise by telephone. Promptly thereafter the Holder shall surrender this Warrant (if the entire amount of the Warrant is subject to the Company Notice of Exercise) to Rocketinfo at its principal place of business this Warrantoffice via overnight delivery service, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and accompanied by payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times multiplied by the number of Warrant Shares (the “Exercise Price”) as to shares of Common Stock for which this Warrant is being exercised or (the "Exercise Price").
(b) Payment may be made either (i) in cash or by a “cashless exercise” certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other securities) determined as provided herein.
(c) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder shall receive from a number of shares of Common Stock computed using the Company following formula: X = Y(A-B) ------ A Where X = the number of Warrant Shares equal shares of Common Stock to (i) be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant Shares as to which or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised minus (iiat the date of such calculation) A = the number Fair Market Value of Warrant Shares having an aggregate value determined by reference to one share of the Closing Company?s Common Stock (at the date of such calculation) B = the Exercise Price per share (as defined below) on the Business Day immediately prior adjusted to the date of such exercisecalculation)
(d) The Holder will, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which extent this Warrant is being not previously exercised. The term “Closing Price” shall mean , and if the last sale trade price at which a share of the shares of the Company’s 's Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shallreaches US$ 2.00 per share, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This this Warrant shall be deemed to have been automatically exercised and such certificate or certificates shall be deemed to have been issued, and such Holder (even if not surrendered) immediately before its expiration. To the extent this Warrant or any other person so designated portion thereof is deemed automatically exercised pursuant to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in partSection 1(d), the Company shallagrees to promptly notify the holder hereof of the number of shares of Common Stock of the Company, at if any, the time of delivery holder hereof is to receive by reason of such certificate or certificatesautomatic exercise.
(e) On exercise of a portion of this Warrant in accordance with the terms hereof, records showing the amount so exercised and the date of exercise shall be maintained on a ledger substantially in the form of Annex B attached hereto (an originally signed and executed copy of which shall be delivered to Rocketinfo with each Notice of Exercise). Rocketinfo shall maintain the originally signed and executed ledger and the Holder shall maintain a copy thereof. On execution of the exercise of the Warrants contemplated by the Notice of Exercise, Rocketinfo shall deliver to the Holder a new Warrant evidencing copy of Annex B signed and executed by Rocketinfo, and the right Holder shall deliver to purchase Rocketinfo a copy of Annex B signed by the remaining Holder. It is specifically contemplated that Rocketinfo shall act as the calculation agent for all exercises of this Warrant. The Holder and any assignee, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following an exercise of a portion of this Warrant, the number of shares of Common Stock issuable under represented by this Warrant will be the amount indicated on Annex B attached hereto (which may be less than the amount stated on the face hereof).
(f) In the event there is a dispute as to the number of shares of Common Stock the Holder is entitled to receive on exercise of this Warrant, which new Warrant shallRocketinfo shall issue to the Holder the number of shares not in dispute and Rocketinfo and the Holder will use their best efforts to resolve such dispute within one Business Day following the receipt of a Notice of Exercise. If such dispute cannot be resolved within such one- day period, in all other respects, be identical Rocketinfo and the Holder shall submit the dispute to this Warrantan independent accountant mutually agreed on by Rocketinfo and the Holder to make a final and binding determination of the number of shares owed to the Holder. The Company Rocketinfo shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with issue shares of Common Stock owed to Holder as a result of the preparation, issuance and delivery resolution of share certificates and new Warrants under this provisionthe dispute within two Business Days following the receipt of the accountant's independent determination.
Appears in 3 contracts
Samples: Consulting Agreement (Rocketinfo Inc.), Consulting Agreement (Rocketinfo Inc.), Consulting Agreement (Rocketinfo Inc.)
Method of Exercise. To A Registered Holder may exercise this a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in whole or in partthe case of a Book-Entry Warrant Certificate, the Holder shall deliver Warrants to be exercised (the “Book-Entry Warrants”) free on any Business Day the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Company at its principal place Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of business this WarrantCommon Stock pursuant to the exercise of a Warrant (the “Shares”), a written notice in substantially properly completed and executed by the Form of Subscription attached hereto as Exhibit A, Registered Holder on the reverse of the HolderWarrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s election to exercise this Warrantprocedures, which notice shall specify and (iii) the number of Warrant Shares Price for each Warrant to be purchased (which shall be a whole number exercised in lawful money of shares if for less than all the Warrant Shares then issuable hereunder)United States of America by certified or official bank check or by bank wire transfer in immediately available funds; provided, and however, that with respect to the Private Warrants, in the event of redemption of the Warrants pursuant to Section 6 of this Agreement, any holder of Private Warrants may, in lieu of payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be madePrice, at the option surrender its Private Warrants for that number of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount Shares equal to the quotient obtained by dividing (x) the product of the Purchase Price times the number of Warrant Shares underlying the surrendered Private Warrants, multiplied by the difference between the Fair Market Value (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) and the Warrant Price by (y) the Fair Market Value. For avoidance of doubt, in no event may a Registered Holder expect or compel the Company to deliver any consideration under a Warrant other than Shares as described immediately above. “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which the Election to Purchase by a holder of Private Warrants is sent to the Warrant Agent. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day immediately prior next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the date Warrant Agent will be returned to the Registered Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the Registered Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Registered Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. The Warrant Agent shall, by 11:00 A.M. Eastern Time on the Business Day following the Exercise Date of any Warrant, advise the Company and the transfer agent and registrar in respect of (a) the Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each Registered Holder or Participant, as the case may be, with respect to delivery of the Shares issuable upon such exercise, equal and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the product of (x) records maintained by the Exercise Price times (y) Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share balance, if any, of the Company’s Common Stock was sold Warrants remaining after such exercise and (d) such other information as of the end of a Business Day as published on the OTC Bulletin Board Company or such other exchange or automatic quotation system on which the Company’s Common Stock is then listedtransfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Shares to which such Registered Holder or Participant, as promptly the case may be, is entitled, in fully registered form, registered in such name or names as practicable and in any event within seven (7) days after may be directed by such Registered Holder or the Participant, as the case may be. Upon receipt of such notice and paymentShares, execute and deliver the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding such Exercise Date, transmit such Shares to or cause to be executed and deliveredupon the order of the Registered Holder or Participant, in accordance with such notice, a certificate or as the case may be. In lieu of delivering physical certificates representing the Warrant Shares so acquiredissuable upon exercise, provided the Company’s transfer agent is participating in the Depository Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares issuable upon exercise to the Registered Holder or the Participant by crediting the account of the Registered Holder’s prime broker with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The certificate time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of any of the Warrants unless a registration statement under the Act with respect to the Common Stock issuable upon exercise of the Public Warrants is effective and the prospectus contained therein is available for use by the holders of the Public Warrants. Warrants may not be exercised by, or certificates so delivered securities issued to, any Registered Holder in any state in which such exercise would be unlawful. The exercise of the Warrants may only be settled by delivery of Shares and the Registered Holders shall not be entitled to payment of cash in lieu of Shares (net cash settlement) upon exercise of the Warrants pursuant to the terms of this Agreement or the Warrants regardless of whether the Common Stock underlying the Warrants is registered pursuant to an effective registration statement and a prospectus relating to those Shares is available for use by the holders of the Public Warrants. The accrual of dividends, if any, on the Shares issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the Shares. From and after the issuance of such Shares, the former holder of the Warrants exercised will be entitled to the benefits generally available to other holders of Shares and such former holder’s right to receive payments of dividends and any other amounts payable in respect of the Shares shall be in such denominations as may be specified in such noticegoverned by, and shall be issued in subject to, the name of the Holder or terms and provisions generally applicable to such other name or names as shall Shares. Warrants may be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in partwhole numbers of Shares. No fractional Shares are to be issued upon the exercise of the Warrant, but rather the Company shall, at the time number of delivery of such certificate or certificates, deliver Shares to be issued shall be rounded up to the Holder nearest whole number. If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for the number of unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2 of this Agreement, and delivered to the holder of this Warrant Certificate at the address specified on the books of the Warrant Agent or as otherwise specified by such Registered Holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the right to purchase balance of the Warrants remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrantafter such exercise. The Company shall not be required to pay all expenses, stamp, documentary and similar taxes and any stamp or other charges payable tax or governmental charge required to be paid in connection with any transfer involved in the preparationissue of the Shares upon the exercise of Warrants; and in the event that any such transfer is involved, issuance and delivery of share certificates and new Warrants under this provisionthe Company shall not be required to issue or deliver any Shares until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.
Appears in 3 contracts
Samples: Warrant Agreement (Transforma Acquisition Group Inc.), Warrant Agreement (Transforma Acquisition Group Inc.), Warrant Agreement (Transforma Acquisition Group Inc.)
Method of Exercise. To exercise this Warrant in whole The Option shall be exercised by the tender of cash or in partby delivery of shares of Common Stock already owned by Optionee or a combination of cash or such shares of Common Stock, or through such other means that the Holder shall deliver on any Business Day Company determines are acceptable, and delivery to the Company at its principal place of business this Warrant, of a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be madeexercise, at the option of the Holder, either least five (a5) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately days prior to the date of such exercise, equal . Payment may also be made by delivering to the product Company a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company, from the sale or loan proceeds with respect to the sale of Common Stock or a loan secured by Common Stock, the amount necessary to pay the exercise price. The written notice must:
(xa) State the Exercise Price times (y) election to exercise the Option, the number of Warrant whole Shares as with respect to which this Warrant the Option is being exercised. The term “Closing Price” shall mean exercised (which may not be less than ten thousand (10,000) Shares, unless the last sale price at which a share number being exercised is the balance of the Company’s Common Stock was sold as number of Shares that may be exercised under the Option), the method of exercise elected by the Optionee, and the name, address, and social security number of the end person in whose name the stock certificate for such Shares is to be registered;
(b) be signed by the person entitled to exercise the Option, and if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to the Company, of a Business Day as published on the OTC Bulletin Board right of such person or persons to exercise the Option; and
(c) be delivered by hand or by registered or certified mail, postage pre-paid, return receipt requested, to the Company's principal place of or to such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations location as may be specified in writing by the Company from time to time. Within ten (10) days after the Company receives such noticenotice in a form satisfactory to the Company and the acceptance of payment, and the Company shall be issued in deliver to the name Optionee a certificate representing the Shares purchased hereunder. Notwithstanding the foregoing, the Company may delay delivery of the Holder certificate for Shares purchased hereunder until (i) the admission of such shares to listing on any stock exchange on which the shares may then be listed, (ii) receipt of any required representation by you or completion of any registration or other qualification of such other name shares under any state or names federal law or regulation that the Company's counsel shall determine as shall be designated in such notice. This Warrant shall be deemed to necessary or advisable, or (iii) receipt by the Company of advice by counsel that all applicable legal requirements have been exercised complied with and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as that delivery of the date certificate will not adversely affect the aforementioned notice and payment is received by federal or state income tax treatment of the Company. If this Warrant shall have been exercised only in partAs a condition of exercising the Option, you may be required to execute a customary written indication of your investment intent and such other agreements as the Company shall, at the time of delivery of such certificate deems necessary or certificates, deliver appropriate to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection comply with the preparation, issuance and delivery of share certificates and new Warrants under this provisionany applicable laws or regulations.
Appears in 3 contracts
Samples: Non Qualified Stock Option Agreement (Cox Technologies Inc), Non Qualified Stock Option Agreement (Cox Technologies Inc), Non Qualified Stock Option Agreement (Cox Technologies Inc)
Method of Exercise. To exercise this Warrant in whole or in part, the Holder (a) The Purchase Right shall deliver on any Business Day automatically be deemed exercised to the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be purchase a whole number of shares if for Subject Shares equal to one third of the aggregate number of Common Shares issued under the Subject Employee Options during each calendar quarter the exercise prices of which equal or are less than all the Warrant Shares then issuable hereunder), and payment Fair Market Value as of the Exercise date of exercise of the Purchase Right for such Subject Shares (each such Subject Employee Option, an “In-the Money Option”) and for an aggregate Purchase Price (equal to one third of the aggregate exercise prices of such In-the-Money Options for such Common Shares, in each case as defined below) specified in the Quarterly Notice with respect to such Warrant Sharesquarter (it being understood that this number shall not be reduced for any such Common Shares that are withheld from employees to pay the exercise price of such Subject Employee Options, or any withholding taxes due, pursuant to net vesting settlement and similar provisions). Such purchase shall take place 45 days following the date the Quarterly Notice is given (or the first business day following such 45th day, if such day is not a business day). Following the Quarterly Notice and prior to such date of purchase, the Investor may deliver to the Company a notice (the “Cash Payment Notice”) electing to pay such Purchase Price by a Cash Payment, in which case the Cash Payment shall be made on the same date the Cash Payment Notice is delivered to the Company. In the event the Cash Payment Notice is not given and/or such payment may is not so made with respect to any Quarterly Notice, such Purchase Price shall be madepaid by the Company withholding from the number of Subject Shares to be delivered to the Investor a number of Subject Shares having an aggregate Fair Market Value, at the option determined as of the Holderclose of business on the business day immediately before the date of purchase, either equal to such Purchase Price, which date shall also be deemed the date of exercise of the Purchase Right for purposes of determining the In-the Money Options and Out of the Money Options. Any fraction of a Subject Share which would be required to pay such Purchase Price shall be disregarded and the remaining amount due shall be paid in cash by the Investor. Upon the purchase of any Subject Shares pursuant to this Section 3.2(a), the number of Subject Shares remaining shall be reduced by the number of Subject Shares so purchased. The Subject Shares shall also be reduced by a number equal to one third of the number of Common Shares issued during each calendar quarter pursuant to Out of the Money Options.
(ab) In the event the Investor sells, transfers, assigns or otherwise disposes of (whether by operation of law or otherwise) (but only in the event that the Purchase Right is not accelerated under Section 3.2(c) in connection with such event), to a third party that is not an affiliate of the Investor or distributes to its limited partners (collectively, “Transfers”), any of the Common Shares it acquired on the date of the Distribution, but not any Common Shares that it thereafter acquired in excess of such Common Shares, it may exercise the Purchase Right for a whole number of Subject Shares equal to the applicable Acceleration Subject Shares and for a purchase price equal to the related Acceleration Purchase Price, by delivering to the Company an irrevocable exercise notice within 10 days of such sale (the “Acceleration Notice”). The Acceleration Notice shall set forth the number of Common Shares that have been sold by the Investor, the dates of sales thereof, shall certify that such Notice is being given in accordance with Section 3.2(b), and shall specify whether the Investor wishes to pay the Purchase Price by a Cash Payment or through the Company withholding from the Subject Shares to be delivered to the Investor a number of Subject Shares having an aggregate Fair Market Value, determined as of the date the Acceleration Notice is given, equal to the aggregate Acceleration Purchase Price. Within 10 business days of receiving the Acceleration Notice, the Company shall give the Investor notice (the “Acceleration Details Notice”) of the Acceleration Purchase Price applicable to the Acceleration Notice as well as of its calculation of the number of Acceleration Subject Shares being purchased by the Investor pursuant to such Acceleration Notice. In the event that Investor elected to pay the Acceleration Purchase Price in cash, certified it shall deliver the Acceleration Purchase Price specified in the Acceleration Notice no later than three days following the giving of such Acceleration Details Notice. Upon the purchase of any Acceleration Subject Shares pursuant to this Section 3.2(b), the number of Subject Shares remaining shall be reduced by the number of Acceleration Subject Shares so purchased.
(c) Immediately prior to (i) any event causing the simultaneous acceleration of the vesting, or bank cashier’s check automatic exercise, of all the Subject Employee Options or wire transfer (ii) a merger or other business combination involving the Company in which the Common Shares are converted into the right to receive cash in exchange for such Common Shares, the Purchase Right shall automatically be deemed exercised for all Subject Shares then still subject to the Purchase Right. The Purchase Price shall be an amount equal to the product of the related Acceleration Purchase Price. Such Purchase Price times shall be paid by the Company withholding from the number of Warrant Subject Shares (to be delivered to the “Exercise Price”) as to which this Warrant is being exercised or (b) by Investor a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Subject Shares having an aggregate value Fair Market Value, determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to of three business days before the date of such exerciseacceleration, equal to such Purchase Price. Any fraction of a Subject Share which would be required to pay such Purchase Price shall be disregarded and the product remaining amount due shall be paid in cash by the Investor. The Subject Shares shall be reduced by a number equal to one third of (x) the Exercise Price times (y) the number of Warrant Common Shares as subject to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share Out of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, Money Options as of the date the aforementioned notice and payment is received of an acceleration pursuant to this Section 3.2(c).
(d) The Purchase Right may be exercised by the CompanyInvestor solely as and to the extent expressly set forth in this Section 3.2. If In no event may the Purchase Right be exercised after it terminates as set forth in Section 2. No certificate representing a Subject Share shall be delivered until the full purchase price therefore has been paid. Notwithstanding anything to the contrary contained in this Warrant shall have been exercised only in partAgreement, the Company shall, at the time shall have no obligation to issue any fraction of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable Subject Share under this WarrantAgreement, all of which new Warrant shall, in all other respects, shall be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisiondisregarded.
Appears in 3 contracts
Samples: Stock Purchase Right Agreement (Warburg Pincus LLC), Stock Purchase Right Agreement (Marshall & Ilsley Corp/Wi/), Stock Purchase Right Agreement (Metavante Technologies, Inc.)
Method of Exercise. To The Warrant Holder may exercise this Warrant in his rights with respect to all or any whole or in part, the Holder shall deliver on any Business Day to the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrants evidenced by a Warrant Shares to Certificate, provided that (except as provided in Section 4.04), Warrants shall not be purchased (which shall be exercisable for other than a whole number of shares if for less than all of Common Stock. Exercise shall be effected by surrender of the Warrant Shares then issuable hereunder)Certificate, with the exercise form thereon duly executed, to the Warrant Agent at its offices as designated in Section 6.07 hereof, together with the Exercise Price for each share of Common Stock to be purchased. Payment of the Exercise Price shall be made in lawful money of the United States of America by certified check, payable to the order of the Warrant Agent. Upon receipt of a Warrant Certificate with the exercise form duly executed and accompanied by full and proper payment of the Exercise Price for the shares of Common Stock purchased thereby, the Warrant Agent (after requisitioning any certificates for shares of Common Stock from the Company's transfer agent, if necessary) shall deliver to the Warrant Holder certificates for the total number of whole shares of Common Stock for which the Warrants evidenced by such Warrant Certificate are being exercised in such names and denominations as the Warrant Holder has directed; provided, however, that if, on the date of surrender of such Warrant Certificate and payment of the Exercise Price Price, the transfer books for the Common Stock shall be closed, the certificate for the shares of Common Stock shall be issuable as of the date on which such books shall next be open (as defined belowwhether before, on, or after the Expiration Date) with respect to such Warrant Shares. Such payment may be made, at the option of Exercise Price and upon the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer other conditions in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) effect on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionsurrender.
Appears in 3 contracts
Samples: Warrant Agreement (Industrial Holdings Inc), Warrant Agreement (Industrial Holdings Inc), Warrant Agreement (Industrial Holdings Inc)
Method of Exercise. To exercise this Warrant in whole or in part, the Holder This Option shall deliver on any Business Day to the Company at its principal place of business this Warrant, a be exercisable by written notice in substantially which shall state the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this WarrantOption, which notice shall specify the number of Warrant Shares in respect to be purchased (which shall be a whole number of shares if for less than all this Option is being exercised and such other representations and agreements as to the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) Optionee's investment intent with respect to such Warrant SharesShares as may be required by the Company hereunder or pursuant to the provisions of the Plan. Such payment written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be made, at designated by the option Company. The written notice shall be accompanied by payment of the Holder, either exercise price. The exercise price may be paid: (ai) in cash; (ii) by cashcheck; (iii) tendering (either actually or, certified if and so long as the Common Stock is registered under Section 12(b) or bank cashier’s check 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by attestation) Common Stock already owned by the Optionee for at least six months (or wire transfer in an amount any shorter period necessary to avoid a charge to the Company's earnings for financial reporting purposes) having a Fair Market Value on the day prior to the exercise date equal to the product aggregate Option exercise price or by transferring shares of Common Stock having a Fair Market Value on the day prior to the exercise date equal to the aggregate Option exercise price to the Company's transfer agent for delivery to the Company provided that the written notice of exercise is accompanied by a written acknowledgment by the Optionee that the Optionee has instructed his broker dealer to transfer such shares and such transfer is confirmed by a letter from a broker dealer acknowledging that the Optionee has directed such broker dealer to transfer such shares; or (iv) if and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Purchase Price times Exchange Act, delivery of a properly executed exercise notice, together with irrevocable instructions, to (A) a brokerage firm designated by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the Option exercise price and any withholding tax obligations that may arise in connection with the exercise and (B) the Company to deliver the certificates for such purchased shares directly to such brokerage firm, all in accordance with the regulations of the Federal Reserve Board. In addition, the exercise price for shares purchased under this Option may be paid, either singly or in combination with one or more of the alternative forms of payment authorized by this Section 3(b), by such other consideration as the Board may permit. Upon receipt of payment, the Company shall deliver to Optionee or the person exercising this Option for Optionee, an appropriate certificate or certificates for fully paid nonassessable Shares. For purposes of clause (iii), should any Optionee fail to have the number of Warrant Shares (shares required to pay the “Exercise Price”) as exercise price delivered to which the Company's transfer agent within 90 days, this Warrant is being exercised or (b) by a “cashless exercise” of this WarrantOption, in which event the Holder shall receive from the Company with respect to the number of Warrant Shares equal to (i) shares stated in the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercisewritten notice, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable will terminate and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause be deemed to be executed and delivered, in accordance with such notice, a certificate or certificates representing forfeited by the Warrant Shares so acquiredOptionee. The certificate or certificates so delivered for the Shares as to which the Option shall be in such denominations as may be specified in such notice, and exercised shall be issued registered in the name of the Holder or such other name or names as Optionee and shall be designated legended as set forth in such noticethe Plan and/or as required under applicable law. This Warrant shall Option may not be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder fraction of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionshare.
Appears in 2 contracts
Samples: Stock Option Agreement (Success Bancshares Inc), Stock Option Agreement (Success Bancshares Inc)
Method of Exercise. To The Holder may exercise this Warrant in whole all or in part, any of the Warrants by either of the following methods:
(i) The Holder shall may deliver on any Business Day to the Company Warrant Agent at its principal place of business this Warrant, the Corporate Agency Office (A) a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the such Holder’s 's election to exercise this WarrantWarrants, duly executed by such Holder in the form set forth on the reverse of, or attached to, such Warrant Certificate, which notice shall specify the number of Warrant Shares to be purchased purchased, (which shall be B) the Warrant Certificate evidencing such Warrants and (C) a whole number of shares if sum equal to the aggregate Warrant Price for less than all the Warrant Shares then issuable hereunder)into which such Warrants are being exercised, and payment which sum shall be paid in any combination elected by such Holder of (x) official bank checks in New York Clearing House funds payable to the order of the Exercise Price Company and delivered to the Warrant Agent at the corporate Agency Office, or (y) wire transfers in immediately available funds to the account of the Company at such banking institution as defined belowthe Company shall have given notice to the Warrant Agent and the Holders in accordance with Section 13.1(b); or
(ii) with respect The Holder may also exercise all or any of the Warrants in a "cashless" or "net-issue" exercise by delivering to the Warrant Agent at the Corporate Agency Office (A) a written notice of such Holder's election to exercise Warrants, duly executed by such Holder in the form set forth on the reverse of, or attached to, such Warrant Shares. Such payment may be madeCertificate, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times which notice shall specify the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the be delivered to such Holder shall receive from the Company and the number of Warrant Shares equal with respect to which such Warrants are being surrendered in payment of the aggregate Warrant Price for the Warrant Shares to be delivered to the Holder, and (iB) the number Warrant Certificate evidencing such Warrants. For purposes of this subparagraph (ii), each Warrant Shares Share as to which this such Warrants are surrendered in payment of the aggregate Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate Price will be attributed a value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Current Market Price times per share of Common Shares minus (y) the number of then-current Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provision.
Appears in 2 contracts
Samples: Warrant Agreement (Chesapeake Energy Corp), Warrant Agreement (Gothic Energy Corp)
Method of Exercise. To Each exercise of this Warrant option shall be effected by giving written notice, in whole or in part, the Holder shall deliver on any Business Day a form similar to the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription attached hereto as Exhibit AA provided herein, of the Holder’s election intent to exercise this Warrantoption, which notice shall specify specifying the number of Warrant Shares shares of stock as to be purchased (which shall be a whole the option is being exercised, and accompanied by full payment of the option price for the number of shares if for less than all the Warrant Shares then issuable hereunder), and being acquired. The optionee shall make full payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at exercise price of the option of the Holder, shares being purchased either (a) in United Stated dollars in cash or by cashcheck, certified (b) at the discretion of the Committee, through delivery or bank cashier’s check or wire transfer in an amount withholding of shares of Common Stock having a fair market value equal as of the date of the exercise to the cash exercise price of the option, which have already been owned by you for more than six months, (c) at the discretion of the Committee and consistent with applicable law, through the delivery to the Company of a portion of the proceeds from the sale of the Common Stock acquired upon exercise of the option equal to the product cash exercise price of the Purchase Price times option, along with an authorization to the broker or selling agent to pay that amount to the Company, which sale shall be at the Employee’s discretion at the time of exercise, or (d) at the discretion of the Committee, by any combination of (a), (b) and (c) above. The determination of fair market value shall be made by the Committee, whose determination in this regard shall be final and binding on the Company and on Employee. The optionee shall not have the rights of a shareholder with respect to the shares covered by such option until the date of issuance of a stock certificate of such holder for such shares. Except as expressly provided in paragraph 14 of the Plan with respect to changes in capitalization and stock dividends, no adjustment shall be made for dividends or similar rights for which the record date is before the date such stock certificate is issued. Receipt by the Company of such notice and payment shall constitute exercise of this option or a part hereof. The Company shall promptly deliver or cause to be delivered to Employee a certificate or certificates for the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share shares of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or being acquired pursuant to such other exchange or automatic quotation system on which the Company’s Common Stock is then listedexercise. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered Such shares shall be in such denominations as may be specified in such notice, fully paid and shall be issued in nonassessable. Notwithstanding the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in partforegoing, the Company shall not be required to issue such shares unless a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) is in effect with respect to such shares or the Company has received evidence satisfactory to the Company that Employee may acquire such shares pursuant to an exemption from registration under the Securities Act. In addition, as to any jurisdiction (other than the United States) that expressly imposes the requirement that this option shall not be exercisable unless and until the shares of stock covered by this option are registered or are subject to an available exemption from registration, the exercise of this option shall, at notwithstanding anything to the time of delivery contrary contained herein, be deemed conditioned upon the effectiveness of such certificate registration or certificates, deliver to the Holder a new Warrant evidencing availability of such an exemption. Any determination in that regard by the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, Company shall be identical to this Warrantfinal and conclusive. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable not be obligated to take any affirmative action in connection order to cause the exercise of this option or the issuance of shares of stock pursuant hereto to comply with the preparation, issuance and delivery any law or regulation of share certificates and new Warrants under this provisionany governmental authority.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (National Dentex Corp /Ma/), Incentive Stock Option Agreement (National Dentex Corp /Ma/)
Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver on any Business Day to the Company Company, at its principal place of business the Warrant Agency, (a) this Warrant, (b) a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the such Holder’s 's election to exercise this Warrant, which notice shall specify the number of Warrant Shares shares of Non-Voting Common Stock to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares shares then issuable hereunder), the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered, and (c) payment of the Exercise Price (as defined below) with respect to such Warrant Sharesshares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s 's check or wire transfer in an amount equal to the product of (i) the Purchase Exercise Price times (ii) the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive receiving from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to a value, based on the Closing Price (as defined below) on the Business Day trading day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquiredaggregate number of shares of Non-Voting Common Stock specified in said notice together with cash in lieu of any fractions of a share as provided in Section 1.3. The share certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Sharesshares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right rights to purchase the remaining shares of Non-Voting Common Stock issuable under called for by this Warrant, which new Warrant shall, shall in all other respects, respects be identical to with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants, except that, if share certificates or new Warrants under this provisionshall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivery of the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment.
Appears in 2 contracts
Samples: Credit Agreement (Horizon Medical Products Inc), Warrant Agreement (Vistacare Inc)
Method of Exercise. To exercise this Warrant in whole or in partWarrant, the Holder shall deliver on any Business Day ------------------ to the Company at its principal place the Warrant Office designated pursuant to Section 3.1 (a) a Notice of business this Warrant, a written notice Exercise substantially in substantially the Form of Subscription form attached hereto as Exhibit A, of A duly ------- - executed by the Holder’s election to exercise this Warrant, which notice shall specify Holder specifying the number of Warrant Shares to be purchased purchased; (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and b) payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product aggregate Exercise Price for all such Warrant Shares, which shall be made (i) in cash or by certified or bank cashier's check payable to the order of the Purchase Company, or (ii) by delivery to the Company of that number of shares of Preferred Stock having a value computed based upon the then current fair value determined in good faith by the Company's Board of Directors, equal to the then applicable Exercise Price times multiplied by the number of Warrant Shares then being purchased, and (c) this Warrant. In the “Exercise Price”) as to which alternative, this Warrant is being may be exercised or (b) by on a “cashless exercise” net basis, such that, without the exchange of this Warrantany funds, in which event the Holder shall receive from the Company the receives that number of Warrant Shares equal subscribed to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the less that number of Warrant Shares having an aggregate value determined by reference to computed based upon the Closing Price (as defined below) on fair value at the Business Day immediately prior to the date time of such exercise, exercise equal to the product of (x) the aggregate Exercise Price times (y) that would otherwise have been paid by such Holder for the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listedsubscribed to. The Company shall, as promptly as practicable practicable, and in any event within seven five (75) days after receipt of such notice and paymentthereafter, execute and deliver or cause to be executed issued and delivered, delivered to the Holder (or its nominee) or the transferee designated in accordance with such notice, the Notice of Exercise a certificate or certificates representing the number of Warrant Shares so acquiredspecified in the Notice of Exercise. The stock certificate or certificates so delivered shall be in such denominations of shares as may be specified in such notice, said notice and shall be issued in the name of the Holder or such other name or names as shall be designated in such said notice. This At the time of delivery of the certificate or certificates, appropriate notation shall be made on the Warrant Shares Purchase Schedule attached to this Warrant designating the number of shares purchased, and this Warrant shall then be returned to the Holder if this Warrant has been exercised only in part. The Holder or transferee so designated in the Notice of Exercise shall be deemed to have been exercised and become the Holder of record of such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed Warrant Shares for all purposes to have become a holder of record of Warrant Shares, as of the close of business on the date on which the aforementioned notice Notice of Exercise is delivered to the Warrant Office, provided that an amount equal to the aggregate Exercise Price and payment is received by the Company. If this Warrant shall have also been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver delivered to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this WarrantCompany. The Company shall pay all expenses, stamp, documentary taxes (excluding capital gains and similar taxes income taxes) and other charges payable in connection with the preparation, issuance and delivery of share stock certificates, except that, in case stock certificates and new Warrants under this provisionshall be registered in a name or names other than the name of the Holder, funds sufficient to pay all stock transfer taxes payable upon the issuance of stock certificates shall be paid by the Holder promptly upon receipt of a written request of the Company therefor.
Appears in 2 contracts
Samples: Warrant Agreement (Webmd Inc), Warrant Agreement (Webmd Inc)
Method of Exercise. To The Holder hereof may exercise this Warrant Warrant, in whole or in part, by the Holder shall deliver on any Business Day surrender of this Warrant (with the Notice of Exercise attached hereto duly executed) at the principal office of the Issuer and by the payment to the Company at its principal place Issuer of business this Warrant, a written notice an amount of consideration therefor equal to the Warrant Price in substantially effect on the Form date of Subscription attached hereto as Exhibit A, of the Holder’s election to such exercise this Warrant, which notice shall specify multiplied by the number of shares of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) Stock with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is then being exercised or exercised, payable at such Xxxxxx's election (bi) by a “cashless exercise” certified or official bank check, (ii) if the Per Share Market Value is greater than the Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, by receiving shares equal to the value (as determined below) of this Warrant, Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise annexed hereto and notice of such election in which event the Holder Company shall receive from issue to the Company Warrantholder a number of shares of Common Stock computed using the following formula: X = Y(A-B) A Where X = the number of Warrant Shares equal shares of Common Stock to (i) be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant Shares as to which this or, if only a portion of the Warrant is being exercised minus exercised, the portion of the Warrant being canceled (iiat the date of such calculation) A = the number Per Share Market Value of one share of the Common Stock (at the date of such calculation) B = Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior adjusted to the date of such exercisecalculation), equal or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the product provisions of clause (xii) of this subsection (b), such exercise shall be accompanied by written notice from the Exercise Price times (y) Holder of this Warrant specifying the manner of payment thereof and containing a calculation showing the number of shares of Warrant Shares as Stock with respect to which this Warrant is rights are being exercised. The term “Closing Price” shall mean surrendered thereunder and the last sale price at which a share net number of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause shares to be executed and deliveredissued after giving effect to such surrender. Notwithstanding any other provision or definition contained in this Warrant, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name each exercise of the Holder or such other name or names as shall be designated in such notice. This this Warrant shall be deemed to have been exercised effected on the day immediately prior to the close of business on the day on which the Holder faxes a Notice of Exercise to the Issuer. For the avoidance of doubt, for illustration purposes, and such certificate or certificates by way of example only, if the Holder faxes a Notice of Exercise to the Issuer on Thursday, February 24th, then the Per Share Market Value shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as the closing price per share of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warranton Wednesday, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionFebruary 23rd.
Appears in 2 contracts
Samples: Warrant Agreement (Centura Software Corp), Warrant Agreement (Centura Software Corp)
Method of Exercise. To exercise this Warrant in whole or in part, the Holder registered holder hereof shall deliver on any Business Day to complete the Company at its principal place of business this Warrant, a written notice in substantially the Subscription Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify (specifying the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Common Shares as to which this Warrant is being exercised) and deliver to the Company at its principal executive office, or to the stock transfer agent of the Company at its principal executive office, the Subscription Form, this Warrant and payment in an amount equal to the then aggregate Exercise Price of the Common Shares being purchased. The term “Closing Price” Payment of the aggregate Exercise Price shall mean be made in cash (by certified check or official bank check) payable to the last sale price at which a share order of the Company’s . In the alternative, the holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the holder receives that number of Common Stock was sold as Shares otherwise issuable upon the exercise of this Warrant less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the holder of the end Warrant Shares. For purposes of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shallpreceding sentence, as promptly as practicable and in any event within seven (7i) days after receipt "fair market value" of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name Market Price of the Holder or such other name or names as shall be designated in such notice. This Warrant Shares on the date immediately preceding the date of payment of the Exercise Price and (ii) "Market Price" at any date shall be deemed to have been exercised and be the last reported sale price of the Common Shares (if such certificate Market Price is being calculated for the Common Shares) or certificates shall be deemed if no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Common Shares are listed or admitted to have been issuedtrading or by NASDAQ, and or if the Common Shares are not listed or admitted to trading on any such Holder securities exchange or any other person so designated quoted by NASDAQ, the average closing bid price as furnished by the National Quotation Bureau or a similar organization if NASDAQ is no longer reporting such information, or if such information is no longer being provided with respect to be named therein shall be deemed for all purposes to have become a holder of record of Warrant the Common Shares, then as determined in good faith by written resolution of the date the aforementioned notice and payment is received by Board of Directors of the Company. If this Warrant shall have been exercised only in part, based on the Company shall, at the time of delivery of such certificate or certificates, deliver best information available to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionit.
Appears in 2 contracts
Samples: Warrant Agreement (Inmark Enterprises Inc), Warrant Agreement (Inmark Enterprises Inc)
Method of Exercise. To exercise this Warrant in whole or in partpart at anytime and from time to time, prior to its expiration as determined in Article IX hereof, the Holder holder hereof shall deliver on any Business Day to the Company Company, at its principal place of business this Warrant, the Warrant Office designated pursuant to Section 3.1: (a) a written notice notice, in substantially the Form form of the Subscription Notice attached hereto as Exhibit A2.1, of the Holder’s such holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares shares of Common Stock to be purchased purchased; (which shall be b) a whole number of shares if for less than all check payable to the Warrant Shares then issuable hereunder), and payment order of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer Company in an amount equal to the product of the Purchase Price times as set forth in Section 5.1 hereof for the number of Warrant Shares shares of Common Stock being purchased; and (the “Exercise Price”c) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven fourteen (714) days after receipt of such notice and paymentthereafter, execute and deliver or cause to be executed and delivered, in accordance with such said notice, a certificate or certificates representing the Warrant Shares so acquiredaggregate number of shares of Common Stock specified in said notice. The stock certificate or certificates so delivered shall be in such denominations of shares as may be specified in such notice, said notice and shall be issued in the name of the Holder holder or such other name or names as shall be designated in such said notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at At the time of delivery of such the certificate or certificates, deliver appropriate notation will be made on this Warrant designating the number of shares purchased and this Warrant shall then be returned to the Holder a new holder if this Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, has been exercised in all other respects, be identical to this Warrantpart. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share stock certificates, except that, in case stock certificates and new Warrants under shall be registered in a name or names other than the name of the holder of this provisionWarrant, funds sufficient to pay all stock transfer taxes which shall be payable upon the issuance of stock certificates shall be paid by the holder hereof at the time of delivering the notice of exercise mentioned above or promptly upon receipt of a written request of the Company for payment.
Appears in 2 contracts
Samples: Warrant Agreement (Online Resources & Communications Corp), Warrant Agreement (Online Resources & Communications Corp)
Method of Exercise. To exercise this (a) This Warrant may be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a "Notice of Exercise") in the form attached hereto as Exhibit A via facsimile to the Company specifying the Purchase Price --------- (the "Exercise Price"). This Warrant is a "cashless" Warrant, and upon exercise of the Warrant the Holder shall not be required to make cash payment to the Company for the shares of Common Stock issuable upon such exercise. Rather, upon exercise, the Holder shall deliver on any Business Day be entitled to receive, one or more certificates, issued in the Holder's name or in such name or names as the Holder may direct, subject to the Company at its principal place of business this Warrantlimitations on transfer contained herein, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify for the number of Warrant Shares to be purchased (which shall be a whole shares of Common Stock so purchased, less the number of shares if for less than all equivalent in value to the Warrant Shares then issuable hereunder), and Purchase Price of the Warrants determined by applying the Market Price. The number of shares of Common Stock constituting the Purchase Price shall be set forth in the Notice of Exercise along with the net number of shares to be delivered to the Holder. The shares of Common Stock so purchased shall be deemed to be issued as of the close of business on the date on which the Company shall have received from the Holder payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “"Exercise Price”) as to which this Warrant is being exercised or Date").
(b) Notwithstanding anything to the contrary set forth herein, upon exercise of all or a portion of this Warrant in accordance with the terms hereof, the Holder shall not be required to physically surrender this Warrant to the Company. Rather, records showing the amount so exercised and the date of exercise shall be maintained on a ledger in the form of Annex B attached hereto (a copy of which shall be ------- delivered to the Company or transfer agent with each Notice of Exercise). It is specifically contemplated that the Company hereof shall act as the calculation agent for all exercises of this Warrant. In the event of any dispute or discrepancies, such records maintained by a “cashless exercise” the Company shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, in which event acknowledge and agree that, by reason of the Holder shall receive from the Company provisions of this paragraph, following an exercise of a portion of this Warrant, the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under represented by this Warrant, Warrant will be the amount indicated on Annex B attached hereto (which new Warrant shall, in all other respects, may be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with less than ------- the preparation, issuance and delivery of share certificates and new Warrants under this provisionamount stated on the face hereof).
Appears in 2 contracts
Samples: Private Equity Line of Credit Agreement (Staruni Corp), Common Stock Purchase Warrant (Staruni Corp)
Method of Exercise. To exercise this This Warrant may be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a "Notice of Exercise") substantially in the form attached hereto as Exhibit A via facsimile to the Company. Promptly thereafter the Holder shall deliver on any Business Day surrender this Warrant to the Company at its principal place of business this Warrantoffice, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, accompanied by payment of the Holder’s election to exercise this Warrant, which notice shall specify Purchase Price multiplied by the number of shares of Common Stock for which this Warrant Shares to be purchased is being exercised (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder"Exercise Price"), and payment . Payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may shall be made, at the option of the Holder, either (ai) by cash, certified check or bank cashier’s check or draft payable to the order of the Company, (ii) by wire transfer to the account of the Company, (iii) in an amount shares of Common Stock having a Market Value on the Exercise Date (as hereinafter defined) equal to the product aggregate Exercise Price or (iv) by presentation and surrender of this Warrant to the Company for cashless exercise (a "Cashless Exercise"), with such surrender being deemed a waiver of the Purchase Price times Holder's obligation to pay all or any portion of the Exercise Price. In the event the Holder elects a Cashless Exercise (which such election shall be irrevocable) the Holder shall exchange this Warrant for that number of shares of Common Stock determined by multiplying the number of Warrant Shares (the “Exercise Price”) shares of Common Stock as to which this the Warrant is being exercised or (b) by a “cashless fraction, the numerator of which shall be the difference between the then current Market Value of the issued and outstanding Common Stock and the Purchase Price, and the denominator of which shall be the then current Market Value of the issued and outstanding Common Stock. If the amount of the payment received by the Company is less than the Exercise Price, the Holder will be notified of the deficiency and shall make payment in that amount within five (5) business days. In the event the payment exceeds the Exercise Price, the Company will promptly refund the excess to the Holder. Upon exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal be entitled to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercisereceive, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board promptly after payment in full, one or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shallmore certificates, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the Holder's name of the Holder or in such other name or names as shall be designated in such noticethe Holder may direct, subject to the limitations on transfer contained herein, for the number of shares of Common Stock so purchased. This Warrant The shares so purchased shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, issued as of the close of business on the date on which the aforementioned notice and payment is received by the Company. If this Warrant Company shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to received from the Holder a new Warrant evidencing payment in full of the right to purchase Exercise Price (the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provision"Exercise Date").
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Take Two Interactive Software Inc), Common Stock Purchase Warrant (Take Two Interactive Software Inc)
Method of Exercise. To The Holder hereof may exercise this Warrant Warrant, in ------------------ whole or in part, by the Holder shall deliver on any Business Day surrender of this Warrant (with the exercise form attached hereto duly executed) at the principal executive office of the Issuer, and by the payment to the Company at its principal place Issuer of business this Warrant, a written notice an amount of consideration therefor equal to the Warrant Price in substantially effect on the Form date of Subscription attached hereto as Exhibit A, of the Holder’s election to such exercise this Warrant, which notice shall specify multiplied by the number of shares of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) Stock with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is then being exercised or exercised, payable at such Holder's election (bi) by a “cashless exercise” certified or official bank check, (ii) if the Per Share Market Value is greater than the Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, by receiving shares equal to the value (as determined below) of this Warrant, Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal executive office of the Company together with the properly endorsed Subscription Form annexed hereto and notice of such election in which event the Holder Company shall receive from issue to the Company Warrantholder a number of shares of Common Stock computed using the following formula: X = Y(A-B) ------ A Where X = the number of Warrant Shares equal shares of Common Stock to (i) be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant Shares as to which this or, if only a portion of the Warrant is being exercised minus exercised, the portion of the Warrant being canceled (iiat the date of such calculation) A = the number Per Share Market Value of one share of the Common Stock (at the date of such calculation) B = Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior adjusted to the date of such exercisecalculation), equal or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the product provisions of clause (xii) of this subsection (b), such exercise shall be accompanied by written notice from the Exercise Price times (y) Holder of this Warrant specifying the manner of payment thereof and containing a calculation showing the number of shares of Warrant Shares as Stock with respect to which this Warrant is rights are being exercised. The term “Closing Price” shall mean surrendered thereunder and the last sale price at which a share net number of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause shares to be executed and delivered, in accordance with issued after giving effect to such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionsurrender.
Appears in 2 contracts
Samples: Warrant Agreement (Xceed Inc), Subscription Agreement (Xceed Inc)
Method of Exercise. To The Holder may exercise this Warrant in all or any whole or in part, number of the Warrants by either of the following methods:
(i) The Holder shall may deliver on any Business Day to the Company Warrant Agent at its principal place of business this Warrant, Corporate Office (A) a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the such Holder’s 's election to exercise this WarrantWarrants, duly executed by such Holder in the form set forth on the reverse of, or attached to, such Warrant Certificate, which notice shall specify the number of Warrant Shares to be purchased purchased, (which shall be B) the Warrant Certificate evidencing such Warrants and (C) a whole number of shares if sum equal to the aggregate Warrant Price for less than all the Warrant Shares then issuable hereunderinto which such Warrants are being exercised, which sum shall be paid in any combination elected by such Holder of (x) a certified or official bank check payable to the order of the Company and delivered to the Warrant Agent at its Corporate Office (which the Warrant Agent shall transfer to the Company on the next Business Day after receipt), and payment or (y) wire transfers in immediately available funds to the account of the Exercise Price Company at such banking institution as the Company shall have given notice to the Warrant Agent and the Holders in accordance with Section 10.1(b); or
(as defined belowii) with respect The Holder may also exercise all or any of the Warrants in a "cashless" or "net-issue" exercise by delivering to the Warrant Agent at its Corporate Office (A) a written notice of such Holder's election to exercise Warrants, duly executed by such Holder in the form set forth on the reverse of, or attached to, such Warrant Shares. Such payment may be madeCertificate, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times which notice shall specify the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the be delivered to such Holder shall receive from the Company and the number of Warrant Shares equal with respect to which such Warrants are being surrendered in payment of the aggregate Warrant Price for the Warrant Shares to be delivered to the Holder, and (iB) the number Warrant Certificate evidencing such Warrants. For purposes of this subparagraph (ii), each Warrant Shares Share as to which this such Warrants are surrendered in payment of the aggregate Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate Price will be attributed a value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Market Price times per share of Common Shares minus (y) the number then-current Warrant Price. Solely for the purpose of Warrant Shares this paragraph, the Market Price shall be calculated as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share average of the Company’s Common Stock was sold as Market Prices for each of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) ten trading days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of preceding the date the aforementioned notice and payment of exercise is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver delivered to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionAgent.
Appears in 2 contracts
Samples: Warrant Agreement (Forcenergy Inc), Warrant Agreement (Forcenergy Inc)
Method of Exercise. To exercise this Warrant in whole or in part, the Holder a. The option shall deliver on any Business Day be exercised by written notice to the Company Board of Directors of the Company, at its the Company's principal place of business this Warrantbusiness, a written notice accompanied by cash, cashier's check or certified check in substantially the Form of Subscription attached hereto as Exhibit A, payment of the Holder’s election to exercise this Warrant, which notice shall specify purchase price for the number of Warrant Shares the common shares specified and paid for, and accompanied by any document reasonably required by the Company to be purchased (which shall be a whole number of shares if for less than all executed by Employee, acknowledging the Warrant Shares then issuable hereunder), and payment applicable restrictions on the transfer of the Exercise Price common shares being purchased as set forth under Section 7 of this Agreement.
b. In the event common shares of the Company are listed on the NASDAQ National Market System or any exchange registered under the Securities Exchange Act of 1934 at the time all or any part of the option is exercised, in lieu of cash (and so long as defined belowthe per share market price of common shares of the Company is then greater than the per share purchase price payable in respect of the common shares being purchased upon exercise of the options) with respect to such Warrant Shares. Such payment the purchase price payable in exercise of the options may be made, at paid by Employee by exchanging for cancellation by the option Company common shares of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal Company previously issued to Employee based on the product fair market value of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) common shares on the Business Day first trading day immediately prior to preceding the date of such exercise, equal to exercise of the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercisedoptions. The term “Closing Price” fair market value of the common shares being offered as the exercise price shall mean equal the last high bid price per common share as quoted on the NASDAQ system, or the closing sale price at which a per common share as listed on an exchange registered under the Securities Exchange Act of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. 1934.
c. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt shall make prompt delivery of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing such common shares, provided that if any law or regulation requires the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be Company to take any action with respect to the common shares specified in such noticenotice before the issuance thereof, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of then the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificatescommon shares shall be extended for the period necessary to take such action. If less than all common shares purchasable under the option are purchased, the Company will, promptly following such exercise, execute and deliver to the Holder Employee either an addendum to this Agreement or a new Warrant stock option agreement (dated the date thereof) evidencing the right number of common shares remaining purchasable under the option after adjustment for any portion of the option exchanged in lieu of cash. The option must be exercised with respect to purchase at least 500 of the remaining common shares, unless a lesser number of the common shares of Common Stock issuable under this Warrant, which new Warrant shallare then exercisable, in all other respects, which case it must be identical exercised with respect to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionsuch lesser number.
Appears in 2 contracts
Samples: Stock Option Agreement (Hollywood Park Inc/New/), Stock Option Agreement (Hollywood Park Inc/New/)
Method of Exercise. To Each exercise of this Warrant option shall be effected by giving written notice, in whole or in part, the Holder shall deliver on any Business Day a form similar to the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription attached hereto as Exhibit AA provided herein, of the Holder’s election intent to exercise this Warrantoption, which notice shall specify specifying the number of Warrant Shares shares of stock as to be purchased (which shall be a whole the option is being exercised, and accompanied by full payment of the option price for the number of shares if for less than all the Warrant Shares then issuable hereunder), and being acquired. The optionee shall make full payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at exercise price of the option of the Holder, shares being purchased either (a) in United Stated dollars in cash or check, (b) at the discretion of the Committee, through delivery or withholding of shares of Common Stock, which have already been owned by cashyou for more than six months, certified or bank cashier’s check or wire transfer in an amount having a fair market value equal as of the date of the exercise to the cash exercise price of the option, (c) at the discretion of the Committee and consistent with applicable law, through the delivery to the Company of a portion of the proceeds from the sale of the Common Stock acquired upon exercise of the option equal to the product cash exercise price of the Purchase Price times option, along with an authorization to the broker or selling agent to pay that amount to the Company, which sale shall be at the Employee’s discretion at the time of exercise, or (d) at the discretion of the Committee, by any combination of (a), (b) and (c) above. The determination of fair market value shall be made by the Committee, whose determination in this regard shall be final and binding on the Company and on Employee. The optionee shall not have the rights of a shareholder with respect to the shares covered by such option until the date of issuance of a stock certificate of such holder for such shares. Except as expressly provided in paragraph 14 of the Plan with respect to changes in capitalization and stock dividends, no adjustment shall be made for dividends or similar rights for which the record date is before the date such stock certificate is issued. Receipt by the Company of such notice and payment shall constitute exercise of this option or a part hereof. The Company shall promptly deliver or cause to be delivered to Employee a certificate or certificates for the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share shares of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or being acquired pursuant to such other exchange or automatic quotation system on which the Company’s Common Stock is then listedexercise. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered Such shares shall be in such denominations as may be specified in such notice, fully paid and shall be issued in nonassessable. Notwithstanding the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in partforegoing, the Company shall not be required to issue such shares unless a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) is in effect with respect to such shares or the Company has received evidence satisfactory to the Company that Employee may acquire such shares pursuant to an exemption from registration under the Securities Act. In addition, as to any jurisdiction (other than the United States) that expressly imposes the requirement that this option shall not be exercisable unless and until the shares of stock covered by this option are registered or are subject to an available exemption from registration, the exercise of this option shall, at notwithstanding anything to the time of delivery contrary contained herein, be deemed conditioned upon the effectiveness of such certificate registration or certificates, deliver to the Holder a new Warrant evidencing availability of such an exemption. Any determination in that regard by the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, Company shall be identical to this Warrantfinal and conclusive. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable not be obligated to take any affirmative action in connection order to cause the exercise of this option or the issuance of shares of stock pursuant hereto to comply with the preparation, issuance and delivery any law or regulation of share certificates and new Warrants under this provisionany governmental authority.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (National Dentex Corp /Ma/), Non Qualified Stock Option Agreement (National Dentex Corp /Ma/)
Method of Exercise. To (a) Subject to Section 3, the Holder may exercise this Warrant Warrant, in whole or in part, by delivering this Warrant to the principal office of the Company (or to such other place as the Company shall notify the Holder shall deliver on any Business Day to the Company at its principal place of business this Warrant, hereof in writing) (i) a written notice of exercise in substantially the Form form of Subscription attached hereto as Exhibit A (an “Exercise Notice”), and (ii) either (A, ) a statement by the Holder of the Holder’s its election to exercise this Warrant, which notice shall specify Warrant on a cashless basis as described in Section 5 (b) or (B) payment of an amount equal to the Exercise Price multiplied by the number of Warrant Shares to be being purchased (which shall be a whole number by the Holder upon exercise of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares immediately available funds (the “Aggregate Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised). The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of such Warrant Shares, Shares as of the Exercise Date.
(b) Beginning on the date that is six months prior to the aforementioned notice and payment is received by expiration of this Warrant, in lieu of paying the CompanyExercise Price in cash upon exercise of this Warrant, the Holder may elect to forfeit that number of Warrant Shares which have a Fair Market Value equal to the Aggregate Exercise Price of the Warrant Shares being purchased (“Net Issuance”). If this Warrant shall have been exercised only in partthe Holder elects the Net Issuance method of payment, the Company shallshall issue to the Holder upon exercise a number of Warrant Shares determined in accordance with the following formula: X = Y (A-B) where: X = the number of Warrant Shares to be issued to the Holder; Y = the number of Warrant Shares with respect to which the Holder is exercising its purchase rights under this Warrant; A = the Fair Market Value of one (1) Warrant Share on the Exercise Date; and B = the Exercise Price.
(c) As a condition to the exercise of this Warrant, prior to any Shares being issued, unless the Holder is already a party to the Shareholders’ Agreement at the time of delivery of such certificate or certificatesthe proposed exercise, the Holder shall execute and deliver to the Holder Company a new joinder agreement to the Shareholders’ Agreement; provided however, that the foregoing restriction shall cease to apply after a Qualified Initial Public Offering.
(d) No Shares will be issued upon exercise of this Warrant evidencing unless the right Shares are issued through a depository and beneficial ownership in such Share is to purchase be held through a bank or broker that is already considered a holder of the remaining shares Shares for purposes of Common Stock issuable under this Warrantdetermining the number of holders of record (as such concept is understood for purposes of Section 12(g) of the 1934 Act), which new Warrant shallas determined by the Company, in all other respectsits sole discretion, be identical acting reasonably; provided, however, that the foregoing restriction shall cease to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionapply after a Public Offering.
Appears in 2 contracts
Samples: Warrant Agreement (Masonite International Corp), Warrant Agreement (Masonite International Corp)
Method of Exercise. To The exercise of the purchase rights evidenced by ------------------ this Warrant in whole or in partshall be effected by (a) the surrender of this Warrant, together with a duly executed copy of the Holder shall deliver on any Business Day form of Election to Purchase attached hereto, to the Company at its principal place of business this Warrant, a written notice in substantially office and (b) the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment delivery of the Exercise Price multiplied by the number of shares for which the purchase rights hereunder are being exercised, payable (x) by certified check, corporate check of America Online, Inc., or wire transfer of immediately available funds payable to the Company's order or (y) on a net basis, such that, without the exchange of any funds, the Warrantholder receives that number of shares otherwise issuable (or other consideration payable) upon exercise of this Warrant less that number of shares of Warrant Stock having an aggregate fair market value (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option time of exercise (i.e., the Holder, either (adate a duly executed Election to Purchase is delivered to the Company) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product aggregate Exercise Price that would otherwise have been paid by the Warrantholder for the shares of the Purchase Price times Warrant Stock issuable. In connection with such exercise the number holder shall, if requested by the Company, include confirmation of Warrant Shares (the “Exercise Price”) accuracy of the representations set forth in Section 12 and otherwise as to which this Warrant is being exercised or (b) reasonably requested by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number to evidence compliance with any applicable securities laws as of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of exercise. For purposes of the foregoing, "fair market value" of the Warrant Stock on any date shall be the average of the Quoted Prices of the Common Stock of the Company for 20 consecutive trading days ending the trading day prior to such exercisedate (if, equal to during such 30-day period, there is a day in which no trades are reported, such date shall be discarded and the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised20-day period extended). The term “Closing "Quoted Price” shall mean the last sale price at which a share " of the Company’s Common Stock was sold as of reported by Nasdaq or, if the end of a Business Day as published on principal trading market for the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shalla securities exchange, as promptly as practicable and in any event within seven (7) days after receipt the last reported sales price of the Common Stock on such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered exchange which shall be in consolidated trading if applicable to such denominations exchange, or if neither so reported or listed, the last reported bid price of the Common Stock. In the absence of quotation or listing, such determination as may be specified in such notice, and to "Quoted Price" shall be issued made in good faith by the name Board of Directors of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised Company after taking into consideration all factors it deems appropriate, including, without limitation, recent sale and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as offer prices of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, capital stock of the Company shall, in private transactions negotiated at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionarm's length.
Appears in 2 contracts
Samples: Performance Warrant (Drkoop Com Inc), Warrant Agreement (Drkoop Com Inc)
Method of Exercise. To exercise this Warrant This Option may be exercised only by written notice (the “Exercise Notice”) by the Optionee to the Company (or its designee) at its principal executive office. The Exercise Notice shall be deemed given when deposited in whole or in partthe U. S. mails, the Holder shall deliver on any Business Day postage prepaid, addressed to the Company at its principal place of business this Warrantexecutive office (or its designee), a written notice or if given other than by deposit in substantially the Form of Subscription attached hereto as Exhibit AU.S. mails, when delivered in person to an officer of the Holder’s election to Company at that office. The date of exercise of this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares Option (the “Exercise PriceDate”) shall be the date of the postmark if the notice is mailed or the date received if the notice is delivered other than by mail. The Exercise Notice shall state the number of shares in respect of which this Option is being exercised and, if the shares for which this Option is being exercised are to be evidenced by more than one stock certificate, the denominations in which the stock certificates are to be issued. The Exercise Notice shall be signed by the Optionee and shall include the complete address of such person, together with such person’s social security number. This Option may be exercised either by tendering cash in the amount of the Option Price or, with the Company’s consent, by tendering shares of Common Stock (which may include shares previously acquired upon exercise of options granted under the Plan). The Exercise Notice shall be accompanied by payment of the aggregate Option Price of the shares purchased by cash, a certified cashier’s check or, with the Company’s consent, by delivery of shares of Common Stock having a Fair Market Value on the date immediately preceding the exercise date equal to the Option Price. If the shares to be purchased are covered by an effective registration statement under the Securities Act of 1933, as amended, any option granted under the Plan may be exercised by a broker-dealer acting on behalf of an Optionee if (a) the broker-dealer has received from the Optionee or the Company a fully- and duly-endorsed agreement evidencing such option, together with instructions signed by the Optionee requesting the Company to deliver the shares of Common Stock subject to such option to the broker-dealer on behalf of the Optionee and specifying the account into which such shares should be deposited, (b) adequate provision has been made with respect to the payment of any withholding taxes due upon such exercise, and (c) the broker-dealer and the Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision. The certificates for shares of Common Stock as to which this Warrant is being Option shall have been so exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued registered in the name of the Holder or such other name or names as Optionee and shall be designated delivered to the Optionee at the address specified in such noticethe Exercise Notice. This Warrant An option exercise shall be deemed valid only if the Optionee makes payment or other arrangements relating to have been exercised the withholding tax obligations discussed in Paragraph 8. In the event the person exercising this Option is a transferee of the Optionee by will or under the laws of descent and such certificate or certificates distribution, the Exercise Notice shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as accompanied by appropriate proof of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery right of such certificate or certificates, deliver transferee to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under exercise this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionOption.
Appears in 2 contracts
Samples: Stock Option Agreement (Zix Corp), Stock Option Agreement (Zix Corp)
Method of Exercise. To (a) In connection with the exercise this Warrant in whole or in partof any Warrant, the Exercise Price shall be paid as provided in this Section 4.3(a). In connection with the exercise of any Warrants, (i) the Holder of such Warrants shall deliver on any Business Day exchange the Common Stock purchase rights represented thereby by surrendering such Warrant (or portion thereof) to the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify Warrant Agent for the number of Warrant Exercise Shares being exercised, up to be purchased (which shall be a whole the aggregate number of shares if Warrant Exercise Shares for less than all which the Warrant Shares then issuable hereunder)Warrants are exercisable, and payment of (ii) the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may shall be madepaid, at the option of the Holder, either (ax) in United States dollars by cash, certified or official bank cashier’s check payable to the Company, or by wire transfer to an account specified in writing by the Company or the Warrant Agent to such Holder, in either case in immediately available funds in an amount equal to the product of aggregate Exercise Price for such Warrant Exercise Shares as specified in the Purchase Price times the number of Warrant Shares Exercise Form or (the “Exercise Price”y) by cashless exercise as to which this Warrant is being exercised or set forth in Section 4.3(b)).
(b) In lieu of paying the Exercise Price by a “cashless exercise” of this Warrantcertified or official bank check or by wire transfer any Holder may elect to exercise any Warrant by authorizing the company to withhold and not issue to such Holder, in which event payment of the Holder shall receive from the Company the Exercise Price thereof, a number of such Warrant Exercise Shares equal to (ix) the number of Warrant Exercise Shares as to for which this Warrant is the Warrants are being exercised minus (ii) the number of Warrant Shares having an aggregate value determined exercised, multiplied by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Exercise Price” shall mean , and divided by (z) the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published Current Sale Price on the OTC Bulletin Board Exercise Date (and such withheld shares shall no longer be issuable under such Warrants, and the Holder shall not have any rights or be entitled to any payment with respect to such other exchange or automatic quotation system on which withheld shares).
(c) Upon exercise of any Warrants, the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven Warrant Agent will (7no later than three (3) days Business Days after receipt of such an Exercise Form) deliver written notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at to confirm the time number of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrantconnection with such exercise. The Company shall pay calculate and transmit to the Warrant Agent in a written notice, and the Warrant Agent shall have no duty, responsibility or obligation to calculate, the number of shares of Common Stock issuable in connection with any exercise. The Warrant Agent shall be entitled to rely conclusively on any such written notice provided by the Company, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with such written instructions or pursuant to this Agreement. Such written notice from the Company shall also set forth the cost basis for such shares of Common Stock issued pursuant to such exercise.
(d) Subject to the terms and conditions of the Warrants and this Agreement, the Holder of any Warrants may exercise, in whole or in part, such Holder’s right to purchase the Warrant Exercise Shares issuable upon exercise of such Warrants by: (x) in the case of Certificated Warrants, properly completing and duly executing the exercise form for the election to exercise such Warrants (including the exercise forms referred to in clauses (y) and (z) below, an “Exercise Form”) appearing on the reverse side of the Warrant Certificates, (y) in the case of Direct Registration Warrants, providing an Exercise Form substantially in the form of Exhibit B hereto, properly completed and duly executed by the Registered Holder thereof, to the Warrant Agent, and (z) in the case of Book-Entry Warrants, providing an Exercise Form substantially in the form of Exhibit C hereto or otherwise complying with the practices and procedures of the Depositary and its direct and indirect participants, as applicable.
(e) Any exercise of Warrants pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with the terms of the Warrants and this Agreement; provided however, that if a Holder validly exercises its Warrants but does not agree with the Current Sale Price as determined by the Board of Directors or the independent appraisal in accordance with the definition of “Current Sale Price,” then such exercise shall be automatically revoked and such Warrant shall continue in full force and effect.
(f) In the case of Certificated Warrants, upon receipt of the Warrant Certificate with the properly completed and duly executed Exercise Form, or in the case of Direct Registration Warrants, upon receipt of an Exercise Form, in each case pursuant to Section 4.3(b), the Warrant Agent shall:
(i) examine the Exercise Form and all expensesother documents delivered to it by or on behalf of Holders as contemplated hereunder to ascertain whether or not, stampon their face, documentary such Exercise Form and similar taxes any such other documents have been executed and completed in accordance with their terms and the terms hereof;
(ii) if an Exercise Form or other charges payable document appears, on its face, to have been improperly completed or executed or some other irregularity in connection with the preparationexercise of the Warrants exists, endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled;
(iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the information provided on any Exercise Form received and the information on the Warrant Register;
(iv) advise the Company no later than three (3) Business Days after receipt of an Exercise Form, of (A) the receipt of such Exercise Form and the number of Warrant Exercise Shares in respect of which the Warrants are requested to be exercised in accordance with the terms and conditions of this Agreement, (B) the instructions with respect to delivery of the Common Stock deliverable upon such exercise, subject to timely receipt of such information by the Warrant Agent, and (C) such other information as the Company shall reasonably request; and
(v) subject to Common Stock being made available to the Warrant Agent by or on behalf of the Company, and written instructions from the Company, liaise with the transfer agent for the Common Stock for the issuance and registration (in electronic entry form, in the case of Direct Registration Warrants) of the number of shares of Common Stock issuable upon exercise of the Warrants in accordance with the Exercise Form. The Company reserves the right reasonably to reject any and all Exercise Forms that it determines are not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful. Any such determination by the Company shall be final and binding on the Holders of the Warrants, absent manifest error. Moreover, the Company reserves the absolute right to waive any of the conditions to any particular exercise of Warrants or any defects in the Exercise Form(s) with regard to any particular exercise of Warrants. The Company shall provide prompt written notice to the Warrant Agent of any such rejection or waiver.
(g) In the case of Book-Entry Warrants, the Company and the Warrant Agent shall cooperate with the Depositary and its direct and indirect participants in order to effectuate the exercise of such Warrants, in accordance with the applicable practices and procedures of the Depositary and such participants, including the manner of delivery of share certificates and new notice of exercise by the Beneficial Holders thereof, which may be substantially in the form of Exhibit C or in such other form as shall be prescribed by such participants, as applicable.
(h) The Warrant Agent shall not be under any duty to give notice to the Holders of the Warrants of any irregularities in any exercise of Warrants, nor shall it incur any liability for the failure to give such notice.
(g) All funds received by Warrant Agent under this provisionAgreement that are to be distributed or applied by Warrant Agent in the performance of services (the “Funds”) shall be held by Warrant Agent as agent for the Company and deposited in one or more bank accounts to be maintained by Warrant Agent in its name as agent for the Company. Until paid pursuant to the terms of this Agreement, Warrant Agent will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Xxxxx’x (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Warrant Agent shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Warrant Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Warrant Agent may from time to time receive interest, dividends or other earnings in connection with such deposits. Warrant Agent shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party.
Appears in 2 contracts
Samples: Warrant Agreement (Midstates Petroleum Company, Inc.), Warrant Agreement (Midstates Petroleum Company, Inc.)
Method of Exercise. To Subject to and upon all of the terms and conditions set forth in this Warrant, the Holder may exercise this Warrant Warrant, in whole or in partpart with respect to any Warrant Shares, at any time and from time to time during the Holder shall deliver period commencing on any Business Day the date that this Warrant vests in accordance with the second paragraph of this Section 2.1 and ending at 5:00 p.m., Boston, Massachusetts time, on the Expiration Date, by presentation and surrender of this Warrant to the Company Corporation at its principal place of business this Warrantoffice, together with (a) a written notice properly completed and duly executed subscription form, in substantially the Form of Subscription form attached hereto as Exhibit A, of the Holder’s election to exercise this Warranthereto, which notice subscription form shall specify the number of Warrant Shares to be purchased (for which shall be a whole number of shares if for less than all the this Warrant Shares is then issuable hereunder)being exercised, and (b) payment of the aggregate Exercise Price payable hereunder in respect of the number of Warrant Shares being purchased upon exercise of this Warrant. Payment of such aggregate Exercise Price shall be made (i) in cash or by money order, certified or bank cashier's check or wire transfer (in each case in lawful currency of the United States of America), (ii) by cancellation of indebtedness owing from the Corporation to the Holder, (iii) if the Common Stock is then traded on the Nasdaq National Market or a national securities exchange, by cancellation of a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (A) the total Exercise Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (B) the excess of the Fair Market Value per share of Common Stock as of the Exercise Date (as defined below) over the Exercise Price per share; if the Holder wishes to exercise this Warrant pursuant to this clause (iii) with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchased shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Exercise Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date, or (iv) any combination of the methods described in the foregoing clauses (i), (ii) or (iii). The Warrant will become exercisable ("vest") based on the extent (if any) to which the Market Capitalization (as defined below) of the Company exceeds the IPO Capitalization (as defined below) of the Company, in accordance with the following schedule: If the Market Capitalization is less than $2 billion, warrants to purchase such number of shares of Common Stock as is equal to (i) 400,000 divided by (ii) (a) $2 billion minus the IPO Capitalization divided by (b) $100 million, will become exercisable for each $100 million by which the Market Capitalization exceeds the IPO Capitalization. If the Market Capitalization is between $2 billion and $3 billion, inclusive, warrants to purchase 10,000 shares of Common Stock will become exercisable for each $100 million by which the Market Capitalization exceeds the IPO Capitalization. No additional warrants will become exercisable once the Market Capitalization exceeds $3 billion. In no event shall this Warrant become exercisable for more than 500,000 shares of Common Stock. For purposes of the foregoing, the Market Capitalization shall be measured on the following dates and on no other dates: December 31, 2000, 2001 and 2002 and on the final day that the Marketing Agreement (as defined below) is in effect. Once this Warrant becomes exercisable with respect to Warrant Shares in accordance with the foregoing provisions, this Warrant shall not cease to be exercisable with respect to such Warrant SharesShares as a result of the Market Capitalization decreasing below the amount that resulted in this Warrant (or any portion hereof) becoming exercisable. Such payment may be madeNotwithstanding anything to the contrary contained herein, upon termination of the Marketing Agreement between the Company and Xxxxxxxx Consulting LLP ("Xxxxxxxx") dated the date hereof (the "Marketing Agreement") at the option election of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) Company as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end result of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shallbreach by Xxxxxxxx pursuant to Section 10.2(a) thereof, as promptly as practicable and in any event within seven (7) days after receipt no further vesting of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in partoccur, but the Company shall, at the time of delivery of such certificate or certificates, deliver Warrant shall remain exercisable during its term to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionextent then vested.
Appears in 2 contracts
Samples: Warrant Agreement (Prime Response Group Inc/De), Common Stock Purchase Warrant (Prime Response Inc/De)
Method of Exercise. To exercise this Each Warrant in whole or in part, may be exercised by the Holder shall deliver on thereof at any Business Day time but not after the Warrant Expiration Date, upon the terms and subject to the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable conditions set forth herein and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the applicable Warrant Shares so acquiredCertificate. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of exercise (the "Exercise Date") and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the Holder upon such exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the cash or check received from the exercise of a Warrant in an account for the benefit of the Company and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five (5) days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent to the person or persons entitled to receive the same a certificate or certificates shall be deemed to have been issued, and for the securities deliverable upon such Holder or exercise (plus a Warrant Certificate for any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as remaining unexercised Warrants of the date Holder), provided that the aforementioned notice Warrant Agent shall refrain from causing such issuance of certificates pending clearance of checks received in payment of the Exercise Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment is received for the Warrant to the Company or as the Company may direct in writing. The purchase rights represented by each Warrant Certificate are exercisable at the Companyoption of the Holders thereof, in whole or part (but not as to fractional shares of the Common Stock). If this In the case of the purchase of less than all Warrant shall have been exercised only in partSecurities purchasable under any Warrant Certificate, the Company shall, at shall cancel said Warrant Certificate upon the time of delivery of such certificate or certificates, surrender thereof and shall execute and deliver to the Holder a new Warrant evidencing Certificate of like tenor for the right to purchase balance of the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionSecurities purchasable thereunder.
Appears in 2 contracts
Samples: Warrant Agreement (Aviation Group Inc), Warrant Agreement (Aviation Group Inc)
Method of Exercise. To exercise this Warrant in whole or in part, The Option shall be exercisable by written notice from the Holder shall deliver on any Business Day Optionee to the Company at its principal place of business this Warrant, a written notice in substantially setting forth the Form of Subscription attached hereto as Exhibit A, of the Holder’s Optionee's election to exercise this Warrant, which notice shall specify the Option and the number of Warrant Shares shares in respect of which the Option is being exercised. Such notice shall be signed by the Optionee, delivered to the Company in a manner consistent with Section 13.13 of the Plan, and accompanied by payment of the exercise price. The Option shall not be payable pursuant to a broker assisted exercise before the fourth anniversary of the Date of Grant of the Option. The Option will be deemed to be purchased (which shall be a whole number exercised upon the receipt by the Company of shares if for less than all the Warrant Shares then issuable hereunder), such notice and payment of the Exercise Price (exercise price. The Optionee shall have no right to vote or receive dividends and shall have no other rights as defined below) a stockholder with respect to such Warrant Shares. Such payment may be madethe shares with respect to which the Option is exercised, at notwithstanding the option exercise of the HolderOption, either until the issuance by the Company (a) as evidenced by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product appropriate entry on the books of the Purchase Price times the number Company or of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share duly authorized transfer agent of the Company’s Common Stock was sold as ) of the end stock certificate evidencing the shares that are being issued upon exercise of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listedOption. The Company shall, as promptly as practicable and in any event within seven will issue (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with issued) such notice, a certificate or stock certificates representing promptly following the Warrant Shares so acquiredexercise of the Option. The certificate or certificates so delivered for the shares as to which the Option shall be in such denominations as may be specified in such notice, and exercised shall be issued registered in the name of the Holder Optionee and shall contain any legend as may be required under the Plan and/or applicable law. Where the exercise of an Option would lead the Company or any Subsidiary to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such other name or names as shall be designated in such notice. This Warrant Option shall be deemed duly exercised when (a) the full payment for the shares with respect to have been which the Option is exercised is executed by the Optionee and (b) the Optionee provides the Company with either (i) the receipt acknowledging the Optionee's payment of any such certificate fee, tax or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Sharescharge, as of the date the aforementioned notice and payment is received above described, that would otherwise be paid by the Company. If this Warrant shall have been exercised only , upon exercise of the Option, in partplace of the Optionee or, (ii) the full payment, under the same conditions, of any amount to be borne by the Company shall, at the time of delivery of such certificate or certificates, deliver due to the Holder a new Warrant evidencing exercise of the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionOption.
Appears in 2 contracts
Samples: Stock Option Award Agreement (Neoware Systems Inc), Stock Option Award Agreement (Neoware Systems Inc)
Method of Exercise. To exercise this (a) This Warrant may be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a "Notice of Exercise") substantially in the form attached hereto as Exhibit A via facsimile to the Company. Promptly thereafter the Holder shall deliver on any Business Day surrender this Warrant (if the entire amount of the Warrant is subject to the Notice of Exercise) to the Company at its principal place of business this Warrantoffice via overnight delivery service, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, accompanied by payment of the Holder’s election to exercise this Warrant, which notice shall specify Purchase Price multiplied by the number of shares of Common Stock for which this Warrant Shares to be purchased is being exercised (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder"Exercise Price"), and payment . Payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may shall be made, at the option of the Holder, either (ai) by cash, certified check or bank cashier’s check draft payable to the order of the Company, or (ii) by wire transfer in an amount equal to the product account of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless Company. Upon exercise” of this Warrant, in which event the Holder shall be entitled to receive from within three Trading Days of the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price Exercise Date (as defined below) on the Business Day immediately prior to the date of such exerciseherein), equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board one or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shallmore certificates, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the Holder's name of the Holder or in such other name or names as shall be designated in such noticethe Holder may direct, subject to the limitations on transfer contained herein, for the number of shares of Common Stock so purchased. This Warrant The shares of Common Stock so purchased shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, issued as of the close of business on the date on which the aforementioned notice Company shall have received from the Holder payment in full of the Exercise Price (the "Exercise Date").
(b) Upon exercise of a portion of this Warrant in accordance with the terms hereof, records showing the amount so exercised and payment is received the date of exercise shall be maintained on a ledger substantially in the form of Annex B attached hereto (an originally signed and executed copy of which shall be delivered to the Company with each Notice of Exercise). The Company shall maintain the originally signed and executed ledger and the Holder shall maintain a copy thereof. Upon execution of the exercise of the Warrants contemplated by the Company. If this Warrant shall have been exercised only in partNotice of Exercise, the Company shall, at the time of delivery of such certificate or certificates, shall deliver to the Holder a new Warrant evidencing copy of Annex B signed and executed by the right Company, and the Holder shall deliver to purchase the remaining Company a copy of Annex B signed by the Holder. It is specifically contemplated that the Company shall act as the calculation agent for all exercises of this Warrant. The Holder and any assignee, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following an exercise of a portion of this Warrant, the number of shares of Common Stock issuable under represented by this Warrant will be the amount indicated on Annex B attached hereto (which may be less than the amount stated on the face hereof).
(c) In the event there is a dispute as to the number of shares of Common Stock the Holder is entitled to receive upon exercise of this Warrant, which new Warrant shallthe Company shall issue to the Holder the number of shares not in dispute and the Company and the Holder will use their best efforts to resolve such dispute within one Business Day following the receipt of a Notice of Exercise. If such dispute cannot be resolved within such one-day period, in all other respects, be identical the Company and the Holder shall submit the dispute to this Warrantan independent accountant mutually agreed upon by the Company and the Holder to make a final and binding determination of the number of shares owed to the Holder. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with issue shares of Common Stock owed to Holder as a result of the preparation, issuance and delivery resolution of share certificates and new Warrants under this provisionthe dispute within two Business Days following the receipt of the accountant's independent determination.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Avitar Inc /De/), Common Stock Purchase Warrant (Avitar Inc /De/)
Method of Exercise. To exercise this Warrant in whole or in part, This option may be exercised only by written notice (the Holder shall deliver on any Business Day "Exercise Notice") by the Optionee to the Company at its principal place of business this Warrantexecutive office. The Exercise Notice shall be deemed given when deposited in the U. S. mails, a written notice postage prepaid, addressed to the Company at its principal executive office, or if given other than by deposit in substantially the Form of Subscription attached hereto as Exhibit AU.S. mails, when delivered in person to an officer of the Holder’s election to Company at that office. The date of exercise of this Warrant, which option (the "Exercise Date") shall be the date of the postmark if the notice is mailed or the date received if the notice is delivered other than by mail. The Exercise Notice shall specify state the number of Warrant Shares shares in respect of which this option is being exercised and, if the shares for which this option is being exercised are to be evidenced by more than one stock certificate, the denominations in which the stock certificates are to be issued. The Exercise Notice shall be signed by the Optionee and shall include the complete address of such person, together with such person's social security number. This option may be exercised either by tendering cash in the amount of the Option Price or, with the Company's consent, subject to compliance with applicable requirements of Section 16(b) under the Exchange Act, by tendering shares of Common Stock (which may include shares previously acquired upon exercise of options granted under the Plan). The Exercise Notice shall be accompanied by payment of the aggregate Option Price of the shares purchased by cash, a certified cashier's check or, at the Company's option, by delivery of shares of Common Stock having a Fair Market Value on the date immediately preceding the exercise date equal to the Option Price. If the shares to be purchased are covered by an effective registration statement under the Securities Act of 1933, as amended, any option granted under the Plan may be exercised by a broker-dealer acting on behalf of an Optionee if (which shall be a) the broker-dealer has received from the Optionee or the Company a whole number fully- and duly-endorsed agreement evidencing such option, together with instructions signed by the Optionee requesting the Company to deliver the shares of shares if for less than all Common Stock subject to such option to the Warrant Shares then issuable hereunder), and payment broker-dealer on behalf of the Exercise Price Optionee and specifying the account into which such shares should be deposited, (as defined belowb) adequate provision has been made with respect to the payment of any withholding taxes due upon such Warrant Sharesexercise, and (c) the broker-dealer and the Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision. Such payment may be made, at the option The certificates for shares of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) Common Stock as to which this Warrant is being option shall have been so exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued registered in the name of the Holder or such other name or names as Optionee and shall be designated delivered to the Optionee at the address specified in such noticethe Exercise Notice. This Warrant An option exercise shall be deemed valid only if the Optionee makes payment or other arrangements relating to have been exercised the withholding tax obligations discussed in Paragraph 8. In the event the person exercising this option is a transferee of the Optionee by will or under the laws of descent and such certificate or certificates distribution, the Exercise Notice shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as accompanied by appropriate proof of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery right of such certificate or certificates, deliver transferee to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under exercise this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionOption.
Appears in 2 contracts
Samples: Stock Option Agreement (Zixit Corp), Stock Option Agreement (Zixit Corp)
Method of Exercise. To exercise this Warrant (a) This warrant may be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a "NOTICE OF EXERCISE") substantially in the form attached hereto as Exhibit A via facsimile to the Company. Promptly thereafter the Holder shall deliver on any Business Day surrender this Warrant to the Company at its principal place of business this Warrantoffice, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, accompanied by payment of the Holder’s election to exercise this Warrant, which notice shall specify Purchase Price multiplied by the number of shares of Common Stock for which this Warrant Shares to be purchased is being exercised (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder"EXERCISE PRICE"), and payment . Payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may shall be made, at the option of the Holder, either (ai) by cash, certified check or bank cashier’s check draft payable to the order of the Company, or (ii) by wire transfer in an amount equal to the product account of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or Company.
(b) by a “In addition to the foregoing, at the option of Holder, this Warrant may be exercised, at any time or from time to time, in the following "cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to " transactions:
(i) Upon written notice of exercise from the Holder to the Company that the Holder is exercising this Warrant in whole or in part and as consideration of such exercise is authorizing the Company to withhold from issuance a number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable upon exercise of this Warrant, the Company shall deliver to the Holder (without payment by the Holder of the aggregate Purchase Price) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the Spread Value by (y) the Fair Market Value of one share of Common Stock immediately prior to the exercise of the Conversion Right. The shares withheld by the Company shall no longer be issuable under this Warrant.
(ii) Fair Market Value of a share of Warrant Shares as of a particular date (the "Determination Date") shall mean:
(A) If the Warrant Shares are traded on an exchange or are quoted on the Nasdaq National Market or the Nasdaq SmallCap Market ("Nasdaq"), which new then the average of the closing or last sale price, respectively, reported for the five trading days immediately preceding the Determination Date.
(B) If the Warrant shallShares are not traded on an exchange or on Nasdaq but are traded in the over-the-counter market or other similar organization (including the OTC Bulletin Board), then the average of the closing bid and ask prices reported for the five trading days immediately preceding the Determination Date.
(C) If the Warrant Shares are not traded as provided above, then the price determined in good faith by the Board of Directors of the Company, provided that (i) the basis or bases of each such determination shall be set forth in the corporate records of the Company pertaining to meetings and other actions of such board, and (ii) such records are available to the Holder for inspection during normal business hours of the Company upon the giving of reasonable prior notice.
(D) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's certificate of incorporation, then all amounts to be payable per share to Holders of the securities then comprising Warrant Shares pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other respectsamounts to be payable per share in respect of the Warrant Shares in liquidation under the certificate of incorporation, be identical to assuming for the purposes of this Warrant. The Company shall pay clause (D) that all expenses, stamp, documentary and similar taxes and other charges payable in connection with of the preparation, issuance and delivery shares of share certificates and new Warrant Shares then issuable upon exercise of all of the Warrants under this provisionare outstanding at the Determination Date.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Miracor Diagnostics Inc), Common Stock Purchase Warrant (Miracor Diagnostics Inc)
Method of Exercise. To As a condition to exercise of the Warrants, ------------------ the Holder must sign and return to the Company c/o Jones, Day, Xxxxxx & Xxxxx copies of this Warrant in whole or in partAgreement and a Representation Letter addressed to the Company regarding the Holder's status as an accredited investor, together with the VB Certificate relating to the Vacation Break Warrants, by which execution and delivery the Holder shall deliver on any Business Day be deemed to have surrendered the VB Certificate to the Company for cancellation of the Vacation Break Warrants. The Company will mail to the Holder the Warrant Certificate within 5 business days from the receipt by the Company of this executed Agreement, the executed Representation Letter and the VB Certificate. The Warrants initially are exercisable at its principal place the exercise price (subject to adjustment as provided in Section 8 hereof) per share of business this WarrantCommon Stock as set forth in Section 6 hereof payable by certified or official bank check in New York Clearing House funds or, upon prior approval, personal check. Upon surrender of a written notice in substantially Warrant Certificate with the annexed Form of Subscription attached hereto as Exhibit AElection to Purchase duly executed, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and together with payment of the Exercise Price (as defined belowhereinafter defined) with respect for the shares of Common Stock purchased at the Company's principal offices presently located in Little Rock, Arkansas, the Holder shall be entitled to such receive a certificate or certificates for the shares of Common Stock so purchased. The purchase rights represented by each Warrant Shares. Such payment may be made, Certificate are exercisable at the option of the HolderHolder thereof, either in whole or in part (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal but not as to the product fractional shares of the Purchase Price times Common Stock underlying the number of Warrant Shares (Warrants). In the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share case of the Company’s Common Stock was sold as purchase of less than all the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable purchasable under this Warrantany Warrant Certificate, which the Company shall cancel said Warrant Certificate upon surrender thereof and shall execute and deliver a new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with Certificate of like tenor for the preparation, issuance and delivery balance of share certificates and new Warrants under this provisionthe shares of Common Stock purchasable thereunder.
Appears in 2 contracts
Samples: Warrant Agreement (Fairfield Communities Inc), Warrant Agreement (Fairfield Communities Inc)
Method of Exercise. To exercise this Warrant in whole or in partthe Option with respect to any vested shares of Common Stock hereunder, the Holder Optionee shall deliver on any Business Day provide written notice (the "Exercise Notice") to the Company at its principal place of business this Warrantexecutive office. The Exercise Notice shall be deemed given when deposited in the U. S. mails, a written notice postage prepaid, addressed to the Company at its principal executive office, or if given other than by deposit in substantially the Form of Subscription attached hereto as Exhibit AU.S. mails, when delivered in person to an officer of the Holder’s election to Company at that office. The date of exercise this Warrant, which of the Option (the "Exercise Date") shall be the date of the postmark if the notice is mailed or the date received if the notice is delivered other than by mail. The Exercise Notice shall specify state the number of Warrant Shares shares in respect of which the Option is being exercised and, if the shares for which the Option is being exercised are to be purchased (evidenced by more than one stock certificate, the denominations in which the stock certificates are to be issued. The Exercise Notice shall be signed by the Optionee and shall include the complete address of such person, together with such person's social security number. If the Option is exercised in full, the Optionee shall surrender this Agreement to the Company for cancellation. If the Option is exercised in part, the Optionee shall surrender this Agreement to the Company so that the Company may make appropriate notation hereon or cancel this Agreement and issue a whole number of shares if for less than all new agreement representing the Warrant Shares then issuable hereunder), and payment unexercised portion of the Exercise Price (as defined below) with respect to such Warrant SharesOption. Such payment may be madeAt the time of exercise, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal Optionee shall pay to the product of Company the Purchase Option Price times the number of Warrant Shares (the “Exercise Price”) vested shares as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant Option is being exercised. The term “Closing Price” Optionee shall mean make such payment by delivering (a) cash, (b) a certified cashier's check or (c) at the last sale price at which Committee's election, any other consideration that the Committee determines is consistent with the Plan and applicable law. If the shares to be purchased are covered by an effective registration statement under the Securities Act of 1933, as amended, the Option may be exercised by a share broker-dealer acting on behalf of the Company’s Common Stock was sold as of Optionee if (a) the end of broker-dealer has received from the Optionee or the Company a Business Day as published on the OTC Bulletin Board or fully- and duly-endorsed agreement evidencing such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shallOption, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance together with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received instructions signed by the Company. If this Warrant shall have been exercised only in part, Optionee requesting the Company shall, at to deliver the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrantsubject to such Option to the broker-dealer on behalf of the Optionee and specifying the account into which such shares should be deposited, which new Warrant shall(b) adequate provision has been made with respect to the payment of any withholding taxes due upon such exercise, in all other respectsand (c) the broker-dealer and the Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, be identical to this Warrant. The Company shall pay all expenses12 CFR Part 220, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this or any successor provision.
Appears in 2 contracts
Samples: Stock Option Agreement (Zix Corp), Stock Option Agreement (Zix Corp)
Method of Exercise. To exercise this Warrant in whole The Option, or in partany part of it, shall be exercised by written notice directed to the Holder shall deliver on any Business Day to Corporate Secretary of the Company at its the Company's principal place of business this Warrantoffice in Ames, a written Iowa. Such notice in substantially must satisfy the Form of Subscription attached hereto as Exhibit Afollowing requirements:
(a) The notice must state the Grant Date, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares shares of Common Stock subject to be purchased (which shall be a whole the grant, the number of shares of Common Stock with respect to which the Option is being exercised, the person in whose name the stock certificate or certificates for such shares of Common Stock is to be registered and the person's address and Social Security number (or if more than one person, the names, addresses and Social Security numbers of such persons).
(b) The notice shall be accompanied by check, bank draft, money order or other cash payment or by delivery of a certificate or certificates, properly endorsed, for less than all shares of Common Stock equivalent in Fair Market Value on the Warrant Shares then issuable hereunder)date of exercise to the Option Price, or by a combination of cash and shares, in full payment of the Exercise Option Price for the number of shares specified in the notice.
(c) The notice shall contain such representations and agreements as defined below) to the holder's investment intent with respect to such Warrant Shares. Such payment shares of Common Stock as may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal satisfactory to the product of Board.
(d) The notice must be signed by the Purchase Price times person or persons entitled to exercise the number of Warrant Shares (Option and, if the “Exercise Price”) as to which this Warrant Option is being exercised by any person or (b) persons other than the Optionee, be accompanied by a “cashless exercise” of this Warrantproof, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference satisfactory to the Closing Price (as defined below) on Board, of the Business Day immediately prior to the date right of such exercise, equal person or persons to exercise the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercisedOption. The term “Closing Price” shall mean the last sale price at which a share exercise may be with respect to any one or more shares of the Company’s Common Stock was sold as of covered by the end of Option, reserving the remainder for a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listedsubsequent timely exercise. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt shall make prompt delivery of such notice and paymentshares; provided that if any law or regulation requires the Company to take any action with respect to such shares before the issuance thereof, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of then the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such shares shall be extended for the period necessary to take such action; and provided further that the Company shall have no obligation to deliver any such certificate or certificates, deliver unless and until appropriate provision has been made for any withholding taxes in respect of such exercise. The Optionee may elect to the Holder a new Warrant evidencing the right to purchase the remaining surrender shares of Common Stock issuable under this Warrant, which new Warrant shall, previously acquired by the Optionee or to have the Company withhold shares that would have otherwise been issued pursuant to the exercise of the Option in order to satisfy all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery or a portion of share certificates and new Warrants under this provisionany such tax withholding obligation.
Appears in 2 contracts
Samples: Nonqualified Stock Option Agreement (Engineering Animation Inc), 1999 Nonqualified Stock Option Agreement (Engineering Animation Inc)
Method of Exercise. To The exercise of the purchase rights evidenced by this Warrant in whole or in partshall be effected by (a) the surrender of this Warrant, together with a duly executed copy of the Holder shall deliver on any Business Day form of Election to Purchase attached hereto, to the Company at its principal place of business this Warrant, a written notice in substantially office and (b) the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment delivery of the Exercise Price multiplied by the number of shares for which the purchase rights hereunder are being exercised, payable (x) by certified check, corporate check of America Online, Inc., or wire transfer of immediately available funds payable to the Company's order or (y) on a net basis, such that, without the exchange of any funds, the Warrantholder receives that number of shares otherwise issuable (or other consideration payable) upon exercise of this Warrant less that number of shares of Warrant Stock having an aggregate fair market value (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option time of exercise (i.e., the Holder, either (adate a duly executed Election to Purchase is delivered to the Company) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product aggregate Exercise Price that would otherwise have been paid by the Warrantholder for the shares of the Purchase Price times Warrant Stock issuable. In connection with such exercise the number holder shall, if requested by the Company, include confirmation of Warrant Shares (the “Exercise Price”) accuracy of the representations set forth in Section 12 and otherwise as to which this Warrant is being exercised or (b) reasonably requested by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number to evidence compliance with any applicable securities laws as of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of exercise. For purposes of the foregoing, "FAIR MARKET VALUE" of the Warrant Stock on any date shall be the average of the Quoted Prices of the Common Stock of the Company for 20 consecutive trading days ending the trading day prior to such exercisedate (if, equal to during such 20-day period, there is a day in which no trades are reported, such date shall be discarded and the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised20-day period extended). The term “Closing Price” shall mean the last sale price at which a share "QUOTED PRICE" of the Company’s Common Stock was sold as of reported by Nasdaq or, if the end of a Business Day as published on principal trading market for the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then a securities exchange, the last reported sales price of the Common Stock on such exchange which shall be consolidated trading if applicable to such exchange, or if neither so reported or listed, the last reported bid price of the Common Stock. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt In the absence of such notice and paymentquotation or listing, execute and deliver or cause such determination as to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered "Quoted Price" shall be made in such denominations as may be specified in such notice, and shall be issued in good faith by the name Board of Directors of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised Company after taking into consideration all factors it deems appropriate, including, without limitation, recent sale and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as offer prices of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, capital stock of the Company shall, in private transactions negotiated at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionarm's length.
Appears in 2 contracts
Samples: Anchor Tenant Agreement (Knot Inc), Warrant Agreement (Knot Inc)
Method of Exercise. To Subject to and upon all of the terms and conditions ------------------ set forth in this Warrant, the Holder may exercise this Warrant Warrant, in whole or in partpart with respect to any Warrant Shares, at any time and from time to time during the Holder shall deliver period commencing on any Business Day the date that this Warrant vests in accordance with the second paragraph of this Section 2.1 and ending at 5:00 p.m., Boston, Massachusetts time, on the Expiration Date, by presentation and surrender of this Warrant to the Company Corporation at its principal place of business this Warrantoffice, together with (a) a written notice properly completed and duly executed subscription form, in substantially the Form of Subscription form attached hereto as Exhibit A, of the Holder’s election to exercise this Warranthereto, which notice subscription form shall specify the number of Warrant Shares to be purchased (for which shall be a whole number of shares if for less than all the this Warrant Shares is then issuable hereunder)being exercised, and (b) payment of the aggregate Exercise Price payable hereunder in respect of the number of Warrant Shares being purchased upon exercise of this Warrant. Payment of such aggregate Exercise Price shall be made (i) in cash or by money order, certified or bank cashier's check or wire transfer (in each case in lawful currency of the United States of America), or (ii) by cancellation of indebtedness owing from the Corporation to the Holder, (iii) if the Common Stock is then traded on the Nasdaq National Market or a national securities exchange, by cancellation of a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (A) the total Exercise Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (B) the excess of the Fair Market Value per share of Common Stock as of the Exercise Date (as defined below) over the Exercise Price per share; if the Holder wishes to exercise this Warrant pursuant to this clause (iii) with respect to such the maximum number of Warrant Shares. Such payment may be madeShares purchasable pursuant to this method, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times then the number of Warrant Shares so purchased shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the total number of Warrant Shares equal to by (y) a fraction, the numerator of which shall be the Exercise Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date, or (iv) any combination of the methods described in the foregoing clauses (i) the number of Warrant Shares as to which this Warrant is being exercised minus ), (ii) or (iii). This Warrant will become exercisable ("vest") in full automatically and without further action upon the number earlier to occur of Warrant Shares having an aggregate value determined by reference to September 9, 2000 [9- months after the Closing Price Issue Date] and (as defined belowii) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times a Liquidity Event. The term "Liquidity --------- Event" shall mean (y) the number sale of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share all or substantially all of the Company’s Common Stock was sold as property and ----- assets of the end Corporation in one transaction or a series of a Business Day as published on one or more related transactions, or (z) the OTC Bulletin Board acquisition of the Company by another person or such other exchange entity by means of stock purchase (whether by transfer or automatic quotation system on outstanding shares or through new issuances), merger, consolidation or otherwise which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued would result in the name exchange of shares of capital stock of the Holder Company for cash, securities or such other name consideration paid by the acquiring person or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issuedentity, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisiontransaction.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Prime Response Group Inc/De), Warrant Agreement (Prime Response Inc/De)
Method of Exercise. To exercise this (a) This Warrant may be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a "Notice of Exercise") substantially in the form attached hereto as Exhibit A via facsimile to the Company. Promptly thereafter the Holder shall deliver on any Business Day surrender this Warrant (if the entire amount of the Warrant is subject to the Notice of Exercise) to the Company at its principal place of business this Warrantoffice via overnight delivery service, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, accompanied by payment of the Holder’s election to exercise this Warrant, which notice shall specify Purchase Price multiplied by the number of shares of Common Stock for which this Warrant Shares to be purchased is being exercised (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder"Exercise Price"), and payment . Payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may shall be made, at the option of the Holder, either (ai) by cash, certified check or bank cashier’s check draft payable to the order of the Company, or (ii) by wire transfer in an amount equal to the product account of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless Company. Upon exercise” of this Warrant, in which event the Holder shall be entitled to receive from within three Trading Days of the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price Exercise Date (as defined below) on the Business Day immediately prior to the date of such exerciseherein), equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board one or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shallmore certificates, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the Holder's name of the Holder or in such other name or names as shall be designated in such noticethe Holder may direct, subject to the limitations on transfer contained herein, for the number of shares of Common Stock so purchased. This Warrant The shares of Common Stock so purchased shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, issued as of the close of business on the date on which the aforementioned notice Company shall have received from the Holder payment in full of the Exercise Price (the "Exercise Date").
(b) Upon exercise of a portion of this Warrant in accordance with the terms hereof, records showing the amount so exercised and payment is received the date of exercise shall be maintained on a ledger substantially in the form of Annex B attached hereto (an originally signed and executed copy of which shall be delivered to the Company with each Notice of Exercise). The Company shall maintain the originally signed and executed ledger and the Holder shall maintain a copy thereof. Upon execution of the exercise of the Warrants contemplated by the Company. If this Warrant shall have been exercised only in partNotice of Exercise, the Company shall, at the time of delivery of such certificate or certificates, shall deliver to the Holder a new Warrant evidencing copy of Annex B signed and executed xx xhe Company, and the right Holder shall deliver to purchase the remaining Company a copy of Annex B signed by the Holder. It is specifically contemplated that the Company shall act as the calculation agent for all exercises of this Warrant. The Holder and any assignee, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following an exercise of a portion of this Warrant, the number of shares of Common Stock issuable under represented by this Warrant will be the amount indicated on Annex B attached hereto (which may be less than the amount stated on the face hereof).
(c) In the event there is a dispute as to the number of shares of Common Stock the Holder is entitled to receive upon exercise of this Warrant, which new Warrant shallthe Company shall issue to the Holder the number of shares not in dispute and the Company and the Holder will use their best efforts to resolve such dispute within one Business Day following the receipt of a Notice of Exercise. If such dispute cannot be resolved within such one-day period, in all other respects, be identical the Company and the Holder shall submit the dispute to this Warrantan independent accountant mutually agreed upon by the Company and the Holder to make a final and binding determination of the number of shares owed to the Holder. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with issue shares of Common Stock owed to Holder as a result of the preparation, issuance and delivery resolution of share certificates and new Warrants under this provisionthe dispute within two Business Days following the receipt of the accountant's independent determination.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Speedemissions Inc), Common Stock Purchase Warrant (Speedemissions Inc)
Method of Exercise. To This Option is exercisable by delivery of an exercise this Warrant notice, in whole or in part, the Holder shall deliver on any Business Day to the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription form attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares Appendix A (the “Exercise PriceNotice”) as ), which shall state the election to exercise the Option, the number of Shares in respect of which this Warrant the Option is being exercised or (b) the “Exercised Shares”), and such other representations and agreements as may be required by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company as set forth in this Agreement. The Exercise Notice shall be completed by the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference Optionee and delivered to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share Secretary of the Company’s Common Stock was sold as . The Exercise Notice shall be accompanied by payment of the end of a Business Day aggregate Exercise Price as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such noticeall Exercised Shares. This Warrant Option shall be deemed to have been be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. If the Optionee elects to exercise this Option with respect to unvested Shares, the Optionee shall deliver an exercise notice, in the form attached as Appendix C (the “Early Exercise Notice and Restricted Stock Purchase Agreement”), which shall state the election to early exercise the Option, the number of Shares in respect of which the Option is being early exercised, and an executed Restricted Stock Purchase Agreement which shall provide the Company with a repurchase right for the unvested Shares that shall lapse in accordance with the Option’s vesting schedule, and such certificate or certificates other representations and agreements as may be required by the Company as set forth in this Agreement. The Exercise Notice shall be completed by the Optionee and delivered to the Secretary of the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to have been issuedbe early exercised upon receipt by the Company of such fully executed Early Exercise Notice, Restricted Stock Purchase Agreement, and such Holder or any other person so designated to be named therein aggregate Exercise Price. No Shares shall be deemed for all purposes issued pursuant to have become a holder the exercise of record of Warrant Shares, this Option unless such issuance and exercise complies with “Applicable Laws” (as of the date the aforementioned notice and payment such term is received by defined in the Company. If ’s 2007 Equity Incentive Plan) and the Optionee has met his withholding obligations as set forth in Section 11 of this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionAgreement.
Appears in 2 contracts
Samples: Stock Option Agreement (Phoenix Technologies LTD), Stock Option Agreement (Phoenix Technologies LTD)
Method of Exercise. To exercise this (a) This Warrant may be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a “Notice of Exercise”) substantially in the form attached hereto as Exhibit A via facsimile to the Company. Promptly thereafter the Holder shall deliver on any Business Day surrender this Warrant (if the entire amount of the Warrant is subject to the Notice of Exercise) to the Company at its principal place of business this Warrantoffice via overnight delivery service, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, accompanied by payment of the Holder’s election to exercise this Warrant, which notice shall specify Purchase Price multiplied by the number of shares of Common Stock for which this Warrant Shares to be purchased is being exercised (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder“Exercise Price”), and payment . Payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may shall be made, at the option of the Holder, either (ai) by cash, certified check or bank cashier’s check draft payable to the order of the Company, or (ii) by wire transfer in an amount equal to the product account of the Purchase Price times Company. Upon exercise, the Holder shall be entitled to receive within three Trading Days of the Exercise Date (as defined herein), one or more certificates, issued in the Holder’s name or in such name or names as the Holder may direct, subject to the limitations on transfer contained herein, for the number of Warrant Shares shares of Common Stock so purchased. The shares of Common Stock so purchased shall be deemed to be issued as of the close of business on the date on which the Company shall have received from the Holder payment in full of the Exercise Price (the “Exercise PriceDate”) as to which this Warrant is being exercised or ).
(b) by Upon exercise of a “cashless exercise” portion of this WarrantWarrant in accordance with the terms hereof, records showing the amount so exercised and the date of exercise shall be maintained on a ledger substantially in the form of Annex B attached hereto (an originally signed and executed copy of which event shall be delivered to the Company with each Notice of Exercise). The Company shall maintain the originally signed and executed ledger and the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercisedmaintain a copy thereof. The term “Closing Price” shall mean the last sale price at which a share Upon execution of the Company’s Common Stock was sold as exercise of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received Warrants contemplated by the Company. If this Warrant shall have been exercised only in partNotice of Exercise, the Company shall, at the time of delivery of such certificate or certificates, shall deliver to the Holder a new Warrant evidencing copy of Annex B signed and executed by the right Company, and the Holder shall deliver to purchase the remaining Company a copy of Annex B signed by the Holder. It is specifically contemplated that the Company shall act as the calculation agent for all exercises of this Warrant. The Holder and any assignee, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following an exercise of a portion of this Warrant, the number of shares of Common Stock issuable under represented by this Warrant will be the amount indicated on Annex B attached hereto (which may be less than the amount stated on the face hereof).
(c) In the event there is a dispute as to the number of shares of Common Stock the Holder is entitled to receive upon exercise of this Warrant, which new Warrant shallthe Company shall issue to the Holder the number of shares not in dispute and the Company and the Holder will use their best efforts to resolve such dispute within one Business Day following the receipt of a Notice of Exercise. If such dispute cannot be resolved within such one-day period, in all other respects, be identical the Company and the Holder shall submit the dispute to this Warrantan independent accountant mutually agreed upon by the Company and the Holder to make a final and binding determination of the number of shares owed to the Holder. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with issue shares of Common Stock owed to Holder as a result of the preparation, issuance and delivery resolution of share certificates and new Warrants under this provisionthe dispute within two Business Days following the receipt of the accountant’s independent determination.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Next Inc/Tn), Common Stock Purchase Warrant (Next Inc/Tn)
Method of Exercise. This Warrant may be exercised in whole or in part at any time or from time to time on or after the date hereof and prior to Maturity on any date that is a Business Day; provided, however, that the minimum number of shares of Common Stock for which this Warrant may be exercised in part is 3,000 shares, which number is subject to adjustment in accordance with Article III hereof. To exercise this Warrant, in whole or part, the holder hereof shall deliver to the Company, at the Warrant Office designated in Section 2.1, (a) a written notice in the form of the Subscription Notice attached as Exhibit A hereto, stating therein the election of such holder to exercise this Warrant in whole or the manner provided in partthe Subscription Notice, (b) payment in full of the Holder Exercise Price (in the manner described below) for all Warrant Shares purchased hereunder, and (c) this Warrant. This Warrant shall deliver be deemed to be exercised on any Business Day to the date of receipt by the Company at its principal place of business the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, as aforesaid, and such date is referred to herein as the "Exercise Date". Upon such exercise, the Company shall within three Business Days issue and deliver to such holder a written notice in substantially certificate for the Form of Subscription attached hereto as Exhibit A, full number of the Holder’s election Warrant Shares or Other Securities purchased by such holder hereunder, against the receipt by the Company of the total Exercise Price payable for all the Warrant Shares so purchased. Payment of the Exercise Price shall be made by either (i) certified or official bank check, (ii) cancellation of any debt owed by the Company to exercise this Warrantthe holder hereof, which notice or (iii) surrendering of Warrant Shares or other shares of Common Stock valued at the current Fair Market Value. If the holder surrenders a combination of cash, cancellation of any debt, or Warrant Shares or other shares of Common Stock, the holder shall specify the respective number of Warrant Shares to be purchased (which with each form of consideration, and the foregoing provisions shall be a whole number applied to each form of shares consideration with the same effect as if for less than all the this Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) were being separately exercised with respect to such Warrant Shares. Such payment may be made, at the option each form of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercisedconsideration. The term “Closing Price” shall mean Person in whose name the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s certificate(s) for Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of such Common Stock on the date the aforementioned notice and payment is received by the CompanyExercise Date. If this Warrant shall have has been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, shall deliver to the Holder holder a new Warrant evidencing the right rights of such holder to purchase the remaining shares a number of Common Stock issuable under Warrant Shares with respect to which this WarrantWarrant has not been exercised, which new Warrant shall, in all other respects, be identical to with this Warrant, or, at the option of the Company, appropriate notation may be made on this Warrant and this Warrant returned to such holder. The Company issuance of any Common Stock or Other Securities upon the exercise of the Warrant shall pay all expensesbe made without charge to any holder for any tax, stampother than income taxes assessed on such holder, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery respect of share certificates and new Warrants under this provisionsuch issuance.
Appears in 2 contracts
Samples: Warrant Agreement (Computer Integration Corp), Warrant Agreement (Codinvest LTD)
Method of Exercise. To A Registered Holder may exercise this a Warrant in whole or in partby delivering, the Holder shall deliver not later than 5:00 P.M., New York City time, on any Business Day business day during the applicable Exercise Period (the "Exercise Date") to the Company Warrant Agent at its principal place of business this Warrant, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to corporate trust department (i) the number Warrant Certificate or, in the case of a Book-Entry Warrant Shares as Certificate, the Warrants to which this be exercised (the "Book-Entry Warrants") free on the records of the Depository to an account of the Warrant is being exercised minus Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) a subscription form ("Subscription Form"), properly completed and executed by the Registered Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository's procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds (or, for a Registered Holder exercising the Conversion Right, the documents required pursuant to Section 3.5). If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Subscription Form, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York City time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Registered Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the Registered Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Registered Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. The Warrant Agent shall, by 11:00 A.M., New York City time, on the business day following the Exercise Date of any Warrant, advise the Company and the transfer agent and registrar in respect of (a) the shares of Common Stock issuable upon such exercise as to the number of Warrant Shares having an aggregate value determined by reference Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each Registered Holder or Participant, as the case may be, with respect to delivery of the Closing Price (as defined below) on the Business Day immediately prior to the date shares of Common Stock issuable upon such exercise, equal and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the product of (x) records maintained by the Exercise Price times (y) Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share balance, if any, of the Company’s Common Stock was sold Warrants remaining after such exercise and (d) such other information as of the end of a Business Day as published on the OTC Bulletin Board Company or such other exchange or automatic quotation system on which the Company’s Common Stock is then listedtransfer agent and registrar shall reasonably require. The Company shall, as promptly as practicable by 5:00 P.M., New York City time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in any event within seven (7) days after receipt payment of such notice and paymentthe Warrant Price, execute execute, issue and deliver to the Warrant Agent, the shares of Common Stock to which such Registered Holder or cause to be executed and deliveredParticipant, as the case may be, is entitled, in accordance with such noticefully registered form, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be registered in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall may be designated in directed by such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Registered Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Sharesthe Participant, as the case may be. Upon receipt of such shares of Common Stock, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth business day next succeeding such Exercise Date, transmit such shares of Common Stock to or upon the order of the date Registered Holder or Participant, as the aforementioned notice and payment is received by case may be. In lieu of delivering physical certificates representing the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrantupon exercise, which new provided the Company's transfer agent is participating in the Depository Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the shares of Common Stock issuable upon exercise to the Registered Holder or the Participant by crediting the account of the Registered Holder's prime broker with the Depository or of the Participant through its Deposit/Withdrawal At Custodian system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. The accrual of dividends, if any, on the shares of Common Stock issued upon the valid exercise of any Warrant shallwill be governed by the terms generally applicable to the shares of Common Stock. From and after the issuance of such shares of Common Stock, the former holder of the Warrants exercised will be entitled to the benefits generally available to other holders of shares of Common Stock and such former holder's right to receive payments of dividends and any other amounts payable in all other respectsrespect of the shares of Common Stock shall be governed by, and shall be identical subject to, the terms and provisions generally applicable to this Warrantsuch shares of Common Stock. The Company shall not be required to pay all expenses, stamp, documentary and similar taxes and any stamp or other charges payable tax or governmental charge required to be paid in connection with any transfer involved in the preparationissue of the shares of Common Stock upon the exercise of Warrants; and in the event that any such transfer is involved, issuance and delivery the Company shall not be required to issue or deliver any shares of share certificates and new Warrants under this provisionCommon Stock until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.
Appears in 2 contracts
Samples: Warrant Agreement (Third Wave Acquisition CORP), Warrant Agreement (Third Wave Acquisition CORP)
Method of Exercise. (a) To the extent that the right to purchase Shares has accrued hereunder, the Option may be exercised from time to time by delivering written notice to the Company stating the number of Shares with respect to which the Option is being exercised, together with payment in full, in cash or by certified or cashier's check payable to the order of the Company, of the purchase price for the number of Shares being purchased. If requested by the Board, prior to the delivery of any Shares, the Optionee, or any other person entitled to exercise this Warrant the Option, shall supply the Board with a representation that the Shares are not being acquired with a view to distribution and will be sold or otherwise disposed of only in accordance with applicable federal and state statutes, rules and regulations. As a condition to the exercise of the Option, in whole or in part, the Holder shall deliver on any Business Day Board may, in its sole discretion, require the Optionee to pay, in addition to the Company at its principal place purchase price for the Shares being purchased upon exercise of business this WarrantOption, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to any federal, state or local withholding or employment taxes that the product Board has determined are required to be paid in connection with the exercise of the Purchase Price times Option in order to enable the number of Warrant Shares (the “Exercise Price”) as Company to which this Warrant is being exercised claim a deduction in connection with such exercise, or otherwise.
(b) by a “cashless exercise” As soon after the notice of this Warrant, in which event the Holder shall receive from exercise as the Company is reasonably able to comply, the number Company shall, without payment of Warrant Shares equal any transfer tax by the Optionee or any other person entitled to (i) exercise the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference Option, deliver to the Closing Price (as defined below) on Optionee or any such other person, at the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share main office of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board Company or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, place as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to shall be executed and delivered, in accordance with such noticemutually acceptable, a certificate or certificates for the Shares being purchased upon exercise of the Option.
(c) In the Board's sole discretion, payment of the purchase price for the number of Shares to be delivered, but not of the amount of any withholding taxes, may be made in whole or in part with shares of Common Stock. If payment is made with shares of Common Stock, the Optionee, or other person entitled to exercise the Option, shall deliver to the Company with the notice of exercise certificates representing the Warrant Shares so acquirednumber of shares of Common Stock tendered in payment for the Shares, duly endorsed for transfer to the Company. The certificate or If requested by the Board, prior to the acceptance of such certificates so delivered shall be in such denominations as may be specified in such noticepayment for the Shares, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issuedOptionee, and such Holder or any other person so designated entitled to be named therein exercise the Option, shall supply the Board with a written representation and warranty that he has good and marketable title to the shares represented by the certificates, free and clear of liens and encumbrances. The value of the shares of Common Stock tendered in payment for the Shares being purchased shall be deemed for all purposes to have become a holder of record of Warrant Shares, as their fair market value on the date of the date Optionee's notice of exercise.
(d) Notwithstanding the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in partforegoing, the Company shall, at shall have the right to postpone the time of delivery of the Shares for such certificate period as may be required for it with reasonable diligence to comply with any applicable listing requirements of any national securities exchange or certificatesany federal, deliver to state or local law. The Optionee may exercise the Holder Option for less than the total number of Shares for which the Option is then exercisable, provided that a new Warrant evidencing the right to purchase partial exercise may not be for less than 100 Shares, unless the remaining shares of Common Stock issuable Shares exercisable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrantthe Option is for less than 100 Shares. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionOption may only be exercisable for whole Shares.
Appears in 2 contracts
Samples: Director's Service Agreement (Starbridge Global Inc), Non Qualified Stock Option Agreement (Starbridge Global Inc)
Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the Holder hereof, in whole or in part, at any time and from time to time on or after the date hereof until 5:00 p.m., Houston, Texas time, on May 7, 2002 (the "Exercise Date"). To exercise the Warrants, the Holder hereof shall deliver on any Business Day to the Company Company, at its principal place of business this Warrantthe Warrant Office designated in Section 2.1 hereof, (i) a written notice in substantially the Form of Subscription attached hereto as Exhibit A, form of the Holder’s Subscription Notice attached as an exhibit hereto, stating therein the election of such holder to exercise this Warrantthe Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check for all Warrant Shares purchased hereunder, which notice or (B) if the Company and the Holder mutually elect, through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the Holder shall specify exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares to be purchased (issuable hereunder by a fraction, the numerator of which shall be the difference between (x) the Market Price and (y) the Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a whole number combination of shares if (A) and (B) above; and (iii) this Warrant. The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” surrender of this Warrant, in which event as aforesaid, and such date is referred to herein as the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of "Exercise Date". Upon such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven ten (710) days after receipt of such notice and paymentbusiness days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, holder a certificate or certificates representing for the full number of the Warrant Shares so acquired. The certificate or certificates so delivered shall be in purchased by such denominations as may be specified in such noticeHolder hereunder, and shall, unless the Warrants have expired, deliver to the Holder hereof a new Warrant representing the number of Warrants, if any, that shall not have been exercised, in all other respects identical to this Warrant. As permitted by applicable law, the person in whose name the certificates for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as such Common Stock on the Exercise Date and shall be entitled to all of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery benefits of such certificate or certificatesholder on the Exercise Date, deliver to the Holder a new Warrant evidencing including without limitation the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes receive dividends and other charges payable in connection with distributions for which the preparation, issuance record date falls on or after the Exercise Date and delivery of share certificates and new Warrants under this provisionto exercise voting rights.
Appears in 2 contracts
Samples: Warrant Agreement (Coastal Corp), Warrant Agreement (Intelect Communications Systems LTD)
Method of Exercise. To exercise (a) This Warrant may be exercised by delivery of this Warrant in whole or in part, Certificate and the Holder shall deliver on any Business Day duly completed and executed form of election to the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription purchase attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify setting forth the number of Warrant Shares Warrants to be purchased (which shall be a whole number of shares if for less than all exercised, together with either:
i. A certified check or bank check payable to the Warrant Shares then issuable hereunder)order of, and payment or bank wire transfer to, the Company in the amount of the full Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) Common Stock being purchased;
ii. Shares of Common Stock of the Company already owned by cash, certified or bank cashier’s check or wire transfer in an amount the Registered Owner equal to the product exercise price with the Common Stock valued at its fair market value based on the closing bid quotation for such stock on the close of business on the trading day last preceding the date of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” exercise of this Warrant, in which event as reported by the Holder shall receive from OTC Bulletin Board, or if not reported by the OTC Bulletin Board, then as determined by the Company the number through any other reliable means of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) determination available on the Business Day immediately prior to close of business on the trading day last preceding the date of such exercise, equal ;
iii. Warrants or other rights to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s purchase Common Stock was sold as of valued at the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on amount by which the Company’s Common Stock is then listed. The Company shall, closing bid quotations (as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, determined in accordance with subsection l(a)(ii) above) of the Common Stock subject to warrants or other rights exceeds the exercise or purchase price provided on such noticewarrants or rights; or
iv. Cancellation of debt owed by the Company to the Registered Owner, a certificate including debt incurred for professional services rendered, employment relationships, or otherwise, upon presentation of an invoice for services provided to the Company.
(b) Upon receipt of this Warrant Certificate with the exercise form duly executed, together with payment in full of the aggregate Exercise Price of the shares of Common Stock to be purchased, the Company shall make deliver of certificates representing evidencing the Warrant Shares so acquired. The certificate or certificates so delivered shall be total number of shares of Common Stock issuable upon such exercise, in such names and denominations as may be specified are required for delivery to, or in such notice, and shall be issued in accordance with the name instructions of the Holder or such other name or names as shall be designated in such noticeRegistered Owner. This Warrant shall be deemed to have been exercised and such certificate or Such Common Stock certificates shall be deemed to have been be issued, and the person to whom such Holder or any other person so designated to be named therein shares of Common Stock are issued of record shall be deemed for all purposes to have become a holder of record of Warrant Sharessuch shares of Common Stock, as of the date of the aforementioned notice surrender of such Warrant Certificate and payment is received by of the CompanyExercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the company shall next be open (whether before, on, or after the expiration of the applicable Warrant Exercise Period). If this Warrant Certificate shall have been exercised only in partbe surrendered for exercise within any period during which the transfer books for the Company’s common stock or other securities purchasable upon the exercise of Warrants are closed for any reason, the Company shallshall not be required to make deliver of certificates for the securities purchasable upon such exercise until the date of the reopening of said transfer books.
(c) Subject to subsection 1(b), at if less than all the time of delivery of such certificate or certificatesWarrants evidenced by this Warrant Certificate are exercised upon a single occasion, deliver to the Holder a new Warrant evidencing Certificate for the right to purchase balance of the remaining shares Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Registered Owner, until the expiration of Common Stock issuable under this Warrant, which new the applicable Warrant shall, in all other respects, Exercise Period.
(d) All Warrant Certificates surrendered upon exercise of Warrants shall be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisioncanceled.
Appears in 2 contracts
Samples: Warrant Agreement (Can-Fite BioPharma Ltd.), Warrant Agreement (Can-Fite BioPharma Ltd.)
Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver on any Business Day to the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s 's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s 's check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provision.
Appears in 2 contracts
Samples: Warrant Agreement (Capsource Financial Inc), Warrant Agreement (Capsource Financial Inc)
Method of Exercise. To exercise this Warrant in whole or in part, (a) The Option may be exercised and Shares may be purchased by the Holder shall deliver on any Business Day Optionee’s delivery of written notice to the Company at its principal place of business in the form attached to this Warrant, a written notice in substantially the Form of Subscription attached hereto Agreement as Exhibit AA (each, an “Exercise Notice”). Each Exercise Notice must be accompanied by (i) payment of the Holder’s election full purchase price of the Shares to be purchased, in such form or combination of forms as described in this Section 9, and, if applicable, (ii) proof of the right to exercise the Option and purchase Shares if the exercise and purchase are pursuant to the terms described in Sections 6(a) and (b) of this WarrantAgreement.
(b) As soon as practicable after the Administrator has concluded, which notice shall specify in his, her or its sole and absolute discretion that the Optionee has fully satisfied the conditions described in Section 9(a) (and if applicable Section 12), the Company will cause the number of Warrant such Shares so exercised under the Option to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), issued and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times will deliver certificates representing the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrantsuch Shares, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued registered in the name of the Holder Optionee or other such other name person designated by the Optionee’s Beneficiary if the Option was exercised in accordance with Section 6(b).
(c) When exercising the Option and purchasing Shares, the Optionee may make payment in one of the following ways: (i) in cash, or names as shall be designated by check payable to the Company; (ii) if so authorized by the Administrator, by a promissory note made by the Optionee in favor of the Company which is (A) upon such notice. This Warrant shall be deemed terms and conditions determined by the Administrator, (B) bearing interest at a rate sufficient to avoid imputed interest under the Code, and (C) secured by the Shares so exercised and purchased in compliance with applicable law (including, without limitation, state corporate law and federal margin requirements); or (ii) by shares of Common Stock already owned by the Optionee; provided, however, that the Administrator in his, her, or its absolute discretion may limit the Optionee’s ability to exercise the Option by delivering shares of Common Stock, and any shares of Common Stock so delivered which were initially acquired upon exercise of the Option or another stock option agreement with the Company must have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, owned by the Optionee at least six months as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisiondelivery.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Nature Vision, Inc.), Nonstatutory Option Agreement (Nature Vision, Inc.)
Method of Exercise. To Subject to and upon all of the terms and conditions set forth in this Warrant, the Holder may exercise this Warrant Warrant, in whole or in partpart with respect to any Warrant Shares, at any time and from time to time during the Holder shall deliver period commencing on any Business Day the date that this Warrant vests in accordance with the second paragraph of this Section 2.1 and ending at 5:00 p.m., Boston, Massachusetts time, on the Expiration Date, by presentation and surrender of this Warrant to the Company Corporation at its principal place of business this Warrantoffice, together with (a) a written notice properly completed and duly executed subscription form, in substantially the Form of Subscription form attached hereto as Exhibit A, of the Holder’s election to exercise this Warranthereto, which notice subscription form shall specify the number of Warrant Shares to be purchased (for which shall be a whole number of shares if for less than all the this Warrant Shares is then issuable hereunder)being exercised, and (b) payment of the aggregate Exercise Price payable hereunder in respect of the number of Warrant Shares being purchased upon exercise of this Warrant. Payment of such aggregate Exercise Price shall be made (i) in cash or by money order, certified or bank cashier's check or wire transfer (in each case in lawful currency of the United States of America), (ii) by cancellation of indebtedness owing from the Corporation to the Holder, (iii) if the Common Stock is then traded on the Nasdaq National Market or a national securities exchange, by cancellation of a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (A) the total Exercise Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (B) the excess of the Fair Market Value per share of Common Stock as of the Exercise Date (as defined below) over the Exercise Price per share; if the Holder wishes to exercise this Warrant pursuant to this clause (iii) with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchased shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Exercise Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date, or (iv) any combination of the methods described in the foregoing clauses (i), (ii) or (iii). This Warrant will become exercisable ("vest") based on the Product Revenue ("Product Revenue") achieved under the Marketing Agreement (the "Marketing Agreement") dated the date hereof between the Company and Xxxxxxxx Consulting LLP ("Xxxxxxxx") that is attributable to joint marketing efforts of the Company and Xxxxxxxx pursuant to Section 2.3 of such Marketing Agreement, as follows: Product Revenue Warrants Becoming Exercisable ----------------- ----------------------------- First $25 million 14,000 for each $1 million of sales revenue Next $25 million 6,000 for each $1 million of sales revenue Product Revenue shall be determined in accordance with the procedures set forth in Sections 4.3 and 4.4 of the Marketing Agreement. Once this Warrant becomes exercisable with respect to Warrant Shares in accordance with the foregoing provisions, this Warrant shall not cease to be exercisable with respect to such Warrant SharesShares as a result of the Product Revenue decreasing below the amount that resulted in this Warrant (or any portion hereof) becoming exercisable. Such payment may be madeIn no event shall this Warrant become exercisable for more than 500,000 shares of Common Stock. Notwithstanding anything to the contrary contained herein, upon termination of the Marketing Agreement at the option election of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) Company as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end result of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shallbreach by Xxxxxxxx pursuant to Section 10.2(a) thereof, as promptly as practicable and in any event within seven (7) days after receipt no further vesting of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in partoccur, but the Company shall, at the time of delivery of such certificate or certificates, deliver Warrant shall remain exercisable during its term to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionextent then vested.
Appears in 2 contracts
Samples: Warrant Agreement (Prime Response Group Inc/De), Common Stock Purchase Warrant (Prime Response Inc/De)
Method of Exercise. To (a) Subject to Section 3, the Holder may exercise this Warrant Warrant, in whole or in part, by delivering this Warrant to the principal office of the Company (or to such other place as the Company shall notify the Holder shall deliver on any Business Day to the Company at its principal place of business this Warrant, hereof in writing) (i) a written notice of exercise in substantially the Form form of Subscription attached hereto as Exhibit A (an “Exercise Notice”), and (ii) either (A, ) a statement by the Holder of the Holder’s its election to exercise this Warrant, which notice shall specify Warrant on a cashless basis as described in Section 5(b) or (B) payment of an amount equal to the Exercise Price multiplied by the number of Warrant Shares to be being purchased (which shall be a whole number by the Holder upon exercise of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares immediately available funds (the “Aggregate Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised). The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of such Warrant Shares, Shares as of the Exercise Date.
(b) Beginning on the date that is six months prior to the aforementioned notice and payment is received by expiration of this Warrant, in lieu of paying the CompanyExercise Price in cash upon exercise of this Warrant, the Holder may elect to forfeit that number of Warrant Shares which have a Fair Market Value equal to the Aggregate Exercise Price of the Warrant Shares being purchased (“Net Issuance”). If this Warrant shall have been exercised only in partthe Holder elects the Net Issuance method of payment, the Company shallshall issue to the Holder upon exercise a number of Warrant Shares determined in accordance with the following formula: X = Y (A-B) where: X = the number of Warrant Shares to be issued to the Holder; Y = the number of Warrant Shares with respect to which the Holder is exercising its purchase rights under this Warrant; A = the Fair Market Value of one (1) Warrant Share on the Exercise Date; and B = the Exercise Price.
(c) As a condition to the exercise of this Warrant, prior to any Shares being issued, unless the Holder is already a party to the Shareholders’ Agreement at the time of delivery of such certificate or certificatesthe proposed exercise, the Holder shall execute and deliver to the Holder Company a new joinder agreement to the Shareholders’ Agreement; provided however, that the foregoing restriction shall cease to apply after a Qualified Initial Public Offering.
(d) No Shares will be issued upon exercise of this Warrant evidencing unless the right Shares are issued through a depository and beneficial ownership in such Share is to purchase be held through a bank or broker that is already considered a holder of the remaining shares Shares for purposes of Common Stock issuable under this Warrantdetermining the number of holders of record (as such concept is understood for purposes of Section 12(g) of the 1934 Act), which new Warrant shallas determined by the Company, in all other respectsits sole discretion, be identical acting reasonably; provided, however, that the foregoing restriction shall cease to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionapply after a Public Offering.
Appears in 2 contracts
Samples: First Supplemental Trust Agreement (Masonite International Corp), First Supplemental Trust Agreement (Masonite International Corp)
Method of Exercise. To The Warrant Holder may exercise this its rights with respect to all or any whole number of Warrants evidenced by the Warrant in whole or in partCertificate. Exercise shall be effected by surrender of the Warrant Certificate, with the Holder shall deliver on any Business Day exercise form thereon duly executed, to the Company at its principal place of business this Warrantoffices as designated in Section 5.04 hereof, a written notice in substantially together with the Form of Subscription attached hereto as Exhibit A, Exercise Price for each Warrant that is exercised. Payment of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which Exercise Price shall be a whole number made by (a) certified check payable in lawful money of shares if for less than the United States of America to the order of the Company, (b) by wire transfer of immediately available funds to an account designated by the Company, (c) tender of all or any portion of the Notes (as defined in the Exchange Agreement) held by the Warrant Shares then issuable hereunder)Holder, plus accrued interest thereon, or (d) tender of all or any portion of accrued interest on such Notes due to the Warrant Holder. Upon receipt of the Warrant Certificate with the exercise form duly executed and accompanied by full and proper payment of the Exercise Price (as defined below) with respect for the shares of Common Stock purchased thereby, the Company shall deliver to, or, subject to such Warrant Shares. Such payment may be made, at the option Section 3.2 of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and deliveredExchange Agreement, in accordance with such noticethe instructions of, a certificate or certificates representing the Warrant Shares so acquired. The certificate or Holder certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in for the name total number of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining whole shares of Common Stock issuable under this Warrantfor which the Warrants evidenced by such Warrant Certificate are being exercised. In the event that the Warrant Holder shall exercise rights with respect to less than all of the Warrants evidenced by the Warrant Certificate surrendered upon the exercise of Warrants, which a new Warrant shallCertificate for the balance of such Warrants shall be delivered to, or, subject to Section 3.2 of the Exchange Agreement, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection accordance with the preparationinstructions of, issuance and delivery of share certificates and new Warrants under this provisionthe Warrant Holder.
Appears in 2 contracts
Samples: Note Exchange Agreement (Dvi Inc), Note Exchange Agreement (Dvi Inc)
Method of Exercise. This Warrant may be exercised by the -------------------- Registered Holder as a whole or in part from time to time until June 30, 2006, at which time this Warrant shall expire and be of no further force or effect; provided, however, that the minimum number of Warrant Shares that may be -------- ------- purchased on a single exercise shall be 10,000 or the entire number of shares remaining available for exercise hereunder, whichever is less. To exercise this Warrant in whole or in partWarrant, the Registered Holder or permitted assignees of all rights of the Registered Holder shall deliver on any Business Day to the Company Company, at its principal place of business this Warrantthe Warrant Office designated in Section 2.1(a), a written notice in substantially the form of the Purchase Form of Subscription attached hereto as Exhibit AA hereto, stating therein the election of the Holder’s election Registered Holder or such permitted assignees of the Registered Holder to exercise this Warrant in the manner provided in the Purchase Form, (b) payment in full of the Exercise Price (in the manner described below) for all Warrant Shares purchased hereunder, and (c) this Warrant. Subject to compliance with Section 3.1(a)(vi), which notice this Warrant shall specify be deemed to be exercised on the number date of receipt by the Company of the Purchase Form, accompanied by payment for the Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” surrender of this Warrant, in which event as aforesaid, and such date is referred to herein as the Holder shall receive from "Exercise Date." Upon such exercise (subject as aforesaid), the Company -------------- shall issue and deliver to the Registered Holder a certificate for the full number of the Warrant Shares equal to (i) purchasable by the number Registered Holder hereunder, against the receipt by the Company of the total Exercise Price payable hereunder for all such Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined in cash or by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercisedcertified or cashier's check. The term “Closing Price” shall mean Person in whose name the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s certificate(s) for Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with on the preparation, issuance and delivery of share certificates and new Warrants under this provisionExercise Date.
Appears in 2 contracts
Samples: Warrant Agreement (Us Energy Corp), Warrant Agreement (Us Energy Corp)
Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver on any Business Day to the Company at its principal place of business (a) this Warrant, (b) a written notice in substantially the Form form of the Subscription Notice attached hereto as Exhibit Ahereto, of the Holder’s 's election to exercise this Warrant, which notice shall specify the number of Warrant Shares shares of Common Stock to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares shares then issuable hereunder), and (c) payment of the Exercise Price (as defined below) with respect to such Warrant Sharesshares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s 's check or wire transfer in an amount equal to the product of (i) the Purchase Exercise Price times (ii) the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “"cashless exercise” " of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value (determined by reference to the Closing Price (as defined below) Fair Market Value of a share of Common Stock on the Business Day immediately prior to the date of such exercise), equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquiredaggregate number of shares of Common Stock specified in said notice together with cash in lieu of any fractions of a share as provided in Section 1.3. The share certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Sharesshares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under called for by this Warrant, which new Warrant shall, in all other respects, be identical to with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionProvision.
Appears in 2 contracts
Samples: Warrant Agreement (Finantra Capital Inc), Warrant Agreement (Finantra Capital Inc)
Method of Exercise. This Warrant may be exercised by the Registered Holder as a whole or in part from time to time subsequent to December 9, 2004, until November 9, 2009, at which time this Warrant shall expire and be of no further force or effect; PROVIDED, HOWEVER, that the minimum number of Warrant Shares that may be purchased on a single exercise shall be 10,000 or the entire number of shares remaining available for exercise hereunder, whichever is less. To exercise this Warrant in whole or in partWarrant, the Registered Holder or permitted assignees of all rights of the Registered Holder shall deliver on any Business Day to the Company Company, at its principal place of business this Warrantthe Warrant Office designated in Section 2.1(a), a written notice in substantially the form of the Purchase Form of Subscription attached hereto as Exhibit AA hereto, stating therein the election of the Holder’s election Registered Holder or such permitted assignees of the Registered Holder to exercise this Warrant in the manner provided in the Purchase Form, (b) payment in full of the Exercise Price (in the manner described below) for all Warrant Shares purchased hereunder, and (c) this Warrant. Subject to compliance with Section 3.1(a)(vi), which notice this Warrant shall specify be deemed to be exercised on the number date of receipt by the Company of the Purchase Form, accompanied by payment for the Warrant Shares to be purchased and surrender of this Warrant, as aforesaid, and such date is referred to herein as the "EXERCISE DATE." Upon such exercise (which subject as aforesaid), the Company shall be issue and deliver to the Registered Holder a whole certificate for the full number of shares if for less than all the Warrant Shares then issuable purchasable by the Registered Holder hereunder), and payment against the receipt by the Company of the total Exercise Price (as defined below) with respect to payable hereunder for all such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) in cash or by cash, certified or bank cashier’s 's check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of surrendering Warrant Shares having an aggregate value determined by reference to the Closing a Current Market Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing for all the Warrant Shares so acquiredpurchased. The certificate or certificates so delivered shall be Person in such denominations as may be specified in such notice, and shall whose name the certificate(s) for Common Stock is to be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with on the preparation, issuance and delivery of share certificates and new Warrants under this provisionExercise Date.
Appears in 2 contracts
Samples: Warrant Agreement (Tag It Pacific Inc), Warrant Agreement (Tag It Pacific Inc)
Method of Exercise. To exercise this Warrant a. This warrant may be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a "Notice of Exercise") substantially in the form attached hereto as Exhibit A via facsimile to the Company. Promptly thereafter the Holder shall deliver on any Business Day surrender this Warrant to the Company at its principal place of business this Warrantoffice, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, accompanied by payment of the Holder’s election to exercise this Warrant, which notice shall specify Purchase Price multiplied by the number of Warrant Shares to be purchased shares of Common Stock for which this Warranty is being exercised (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder"Exercise Price"), and payment . Payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may shall be made, at the option of the Holder, either (ai) by cash, certified check or bank cashier’s check or draft payable to the order of the Company, (ii) by wire transfer to the account of the Company, (iii) in an amount shares of Common Stock having a Market Value on the Exercise Date (as hereinafter defined) equal to the product aggregate Exercise Price or (iv) by presentation and surrender of this Warrant to be Company for cashless exercise (a "Cashless Exercise"), which such surrender being deemed a waiver of the Purchase Price times Holder's obligations to pay all or any portion of the Exercise Price. In the event the Holder elects a Cashless Exercise (which such election shall be irrevocable) the Holder shall exchange this Warrant for that number of shares of Common Stock determined by multiplying the number of Warrant Shares shares of Common Stock being exercised by a fraction, the numerator of which shall be the difference between the then current Market Value of the Common Stock and the Purchase Price, and the denominator of which shall be the then current Market Value of the Common Stock. If the amount of the payment received by the Company is less than the Exercise Price, the Holder will be notified of the deficiency and shall make payment in that amount within five (5) business days. In the event the payment exceeds the Exercise Price, the Company will promptly refund the excess to the Holder. Upon exercise, the Holder shall be entitled to receive, promptly after payment in full, one or more certificates, issued in the Holder's name or in such name or names as the Holder may direct, subject to the limitations on transfer contained herein, for the number of shares of Common Stock so purchased. The shares of Common Stock so purchased shall be deemed to be issued as of the close of business on the date on which the Company shall have received from the Holder payment in full of the Exercise Price (the “"Exercise Price”) as Date").
b. Notwithstanding anything to which the contrary set forth herein, upon exercise of all or a portion of this Warrant in accordance with the terms hereof, the Holder shall not be required to physically surrender this Warrant to the Company. Rather, records showing the amount so exercised and the date of exercise shall be maintained on a ledger substantially in the form of Annex B attached hereto (a copy of which shall be delivered to the Company or transfer agent with each Notice of Exercise). It is being exercised specifically contemplated that the Holder hereof shall act as the calculation agent for all exercises of this Warrant. In the event of any dispute or (b) discrepancies, such records maintained by a “cashless exercise” the Holders shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, in which event acknowledge and agree that, by reason of the Holder shall receive from the Company provisions of this paragraph, following an exercise of a portion of this Warrant, the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under represented by this Warrant, Warranty will be the amount indicated on Annex B attached hereto (which new Warrant shall, in all other respects, may be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with less than the preparation, issuance and delivery of share certificates and new Warrants under this provisionamount stated on the fact hereof).
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Lahaina Acquisitions Inc), Common Stock Purchase Warrant (Lahaina Acquisitions Inc)
Method of Exercise. To exercise this The Warrants may be exercised, at the election of the Warrant Holder, by the tender of the Notice of Exercise in whole or in part, the Holder shall deliver on any Business Day to the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription form attached hereto as Exhibit AA (the "Notice of Exercise") and the surrender of the Warrants at the principal office of the Company and by the payment to the Company, by check, cancellation of indebtedness or other form of payment acceptable to the Company, of an amount equal to the Holder’s election to exercise this Warrant, which notice shall specify then applicable Exercise Price per share multiplied by the number of Warrant Shares then being purchased. Notwithstanding any provisions herein to be purchased (which shall be a whole number the contrary, if the fair market value of shares if for less one share of Common Stock is greater than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option date of calculation as set forth below), in lieu of exercising the Holder, either (a) by Warrants for cash, certified or bank cashier’s check or wire transfer in an amount the Warrant Holder may elect to receive Warrant Shares equal to the product value (as determined below) of the Purchase Price times the number of Warrant Shares Warrants (the “Exercise Price”) as to which this Warrant is or portion thereof being exercised or (bcanceled) by a “cashless exercise” surrender of this Warrant, the Warrants at the principal office of the Company together with the duly executed Notice of Exercise in which event the Company shall issue to the Warrant Holder shall receive from a number of shares of the Company Common Stock computed using the following formula: X= Y (A-B) ------- A WHERE X= the number of shares of Common Stock to be issued to the Warrant Shares equal Holder; Y= the number of shares of the Common Stock purchasable under the Warrants or, if only a portion of the Warrants is being exercised, the portion of the Warrants being canceled (at the date of such calculation); A= the fair market value of one share of the Company's Common Stock (at the date of such calculation); and B= Exercise Price (at the date of such calculation). For purposes of this Section 4(b), fair market value means, with respect to Common Stock, awards or other property, as of a particular date, (i) if the number Common Stock is listed on a national securities exchange, the closing sales price per share of Warrant Shares as to Common Stock on the consolidated transaction reporting system for the principal such national securities exchange on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which this Warrant is being exercised minus such a sale was so reported, (ii) if the number Common Stock is not so listed, but is quoted in the Nasdaq National Market System, the closing sales price per share of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) Common Stock on the Business Day immediately Nasdaq National Market System on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (iii) if the Common Stock is not so listed or quoted, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by Nasdaq, or, if not reported by Nasdaq, by the National Quotation Bureau, Inc., (iv) if the date on which shares of Common Stock are first issued and sold pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission, the initial public offering price of the shares so issued and sold, as set forth in the first final prospectus used in such offering and (v) if such date is prior to the date of such exercisethe initial public offering, equal to the product of (x) price shall be as determined by the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionfair market value.
Appears in 2 contracts
Samples: Warrant Agreement (Demandstar Com Inc), Warrant Agreement (Demandstar Com Inc)
Method of Exercise. To The Holder may exercise this Warrant in whole all or in part, any of the Warrants by either of the following methods:
(i) The Holder shall may deliver on any Business Day to the Company at its principal place of business this Warrant, the Corporate Office (A) a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the such Holder’s 's election to exercise this WarrantWarrants, duly executed by such Holder in the form set forth on the reverse of, or attached to, such Warrant Certificate, which notice shall specify the number of Warrant Shares to be purchased purchased, (which shall be B) the Warrant Certificate evidencing such Warrants and (C) a whole number of shares if sum equal to the aggregate Warrant Price for less than all the Warrant Shares then issuable hereunder)into which such Warrants are being exercised, and payment which sum shall be paid in any combination elected by such Holder of (x) a certified or official bank check in New York Clearing House funds payable to the order of the Exercise Price Company and delivered to the Company at the Corporate Office, or (y) wire transfers in immediately available funds to the account of the Company at such banking institution as defined belowthe Company shall have given notice to the Holders in accordance with Section 10.1(b); or
(ii) with respect The Holder may also exercise all or any of the Warrants in a "cashless" or "net-issue" exercise by delivering to the Company at the Corporate Office (A) a written notice of such Holder's election to exercise Warrants, duly executed by such Holder in the form set forth on the reverse of, or attached to, such Warrant Shares. Such payment may be madeCertificate, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times which notice shall specify the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the be delivered to such Holder shall receive from the Company and the number of Warrant Shares equal with respect to which such Warrants are being surrendered in payment of the aggregate Warrant Price for the Warrant Shares to be delivered to the Holder, and (iB) the number Warrant Certificate evidencing such Warrants. For purposes of this subparagraph (ii), each Warrant Shares Share as to which this such Warrants are surrendered in payment of the aggregate Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate Price will be attributed a value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Market Price times per share of Common Shares minus (y) the number then-current Warrant Price. Solely for the purposes of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” paragraph, the Market Price shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published be calculated either (A) on the OTC Bulletin Board or such other exchange or automatic quotation system on date which the Company’s Common Stock form of election is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate sent to the Company or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, (B) as the average of the date Market Prices for each of the aforementioned notice and payment five trading days preceding such date, whichever of (A) or (B) is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisiongreater.
Appears in 2 contracts
Samples: Warrant Agreement (Conrad Industries Inc), Warrant Agreement (Conrad Industries Inc)
Method of Exercise. To The exercise of the purchase rights evidenced by ------------------ this Warrant in whole or in partshall be effected by (a) the surrender of this Warrant, together with a duly executed copy of the Holder shall deliver on any Business Day form of Election to Purchase attached hereto, to the Company at its principal place of business this Warrant, a written notice in substantially office and (b) the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment delivery of the Exercise Price multiplied by the number of shares for which the purchase rights hereunder are being exercised, payable (x) by certified check, corporate check of Infoseek Corporation, or wire transfer of immediately available funds payable to the Company's order or (y) on a net basis, such that, without the exchange of any funds, the Warrantholder receives that number of shares otherwise issuable (or other consideration payable) upon exercise of this Warrant less that number of shares of Warrant Stock having an aggregate fair market value (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option time of exercise (i.e., the Holder, either (adate a duly executed Election to Purchase is delivered to the Company) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product aggregate Exercise Price that would otherwise have been paid by the Warrantholder for the shares of the Purchase Price times Warrant Stock issuable. In connection with such exercise the number holder shall, if requested by the Company, include confirmation of Warrant Shares (the “Exercise Price”) accuracy of the representations set forth in Section 12 and otherwise as to which this Warrant is being exercised or (b) reasonably requested by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number to evidence compliance with any applicable securities laws as of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of exercise. For purposes of the foregoing, "FAIR MARKET VALUE" of the Warrant Stock on any date shall be the average of the Quoted Prices of the Common Stock of the Company for 20 consecutive trading days ending the trading day prior to such exercisedate (if, equal to during such 30-day period, there is a day in which no trades are reported, such date shall be discarded and the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised20-day period extended). The term “Closing Price” shall mean the last sale price at which a share "QUOTED PRICE" of the Company’s Common Stock was sold as of reported by Nasdaq or, if the end of a Business Day as published on principal trading market for the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shalla securities exchange, as promptly as practicable and in any event within seven (7) days after receipt the last reported sales price of the Common Stock on such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered exchange which shall be in consolidated trading if applicable to such denominations exchange, or if neither so reported or listed, the last reported bid price of the Common Stock. In the absence of quotation or listing, such determination as may be specified in such notice, and to "Quoted Price" shall be issued made in good faith by the name Board of Directors of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provision.
Appears in 2 contracts
Samples: Warrant Agreement (Drkoop Com), Warrant Agreement (Drkoop Com)
Method of Exercise. To The Holder hereof may exercise this Warrant Warrant, in whole or in part, by the Holder shall deliver on any Business Day surrender of this Warrant (with the exercise form attached hereto duly executed) at the principal office of the Issuer, and by the payment to the Company at its principal place Issuer of business this Warrant, a written notice an amount of consideration therefor equal to the Warrant Price in substantially effect on the Form date of Subscription attached hereto as Exhibit A, of the Holder’s election to such exercise this Warrant, which notice shall specify multiplied by the number of shares of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) Stock with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is then being exercised or exercised, payable at such Xxxxxx's election (bi) by a “cashless exercise” certified or official bank check, (ii) if the Per Share Market Value is greater than the Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, by receiving shares equal to the value (as determined below) of this Warrant, Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Subscription Form annexed hereto and notice of such election in which event the Holder Company shall receive from issue to the Company Warrantholder a number of shares of Common Stock computed using the following formula: X = Y(A-B) A Where X = the number of Warrant Shares equal shares of Common Stock to (i) be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant Shares as to which this or, if only a portion of the Warrant is being exercised minus exercised, the portion of the Warrant being canceled (iiat the date of such calculation) A = the number Per Share Market Value of one share of the Common Stock (at the date of such calculation) B = Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior adjusted to the date of such exercisecalculation), equal or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the product provisions of clause (xii) of this subsection (b), such exercise shall be accompanied by written notice from the Exercise Price times (y) Holder of this Warrant specifying the manner of payment thereof and containing a calculation showing the number of shares of Warrant Shares as Stock with respect to which this Warrant is rights are being exercised. The term “Closing Price” shall mean surrendered thereunder and the last sale price at which a share net number of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause shares to be executed and delivered, in accordance with issued after giving effect to such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionsurrender.
Appears in 2 contracts
Samples: Warrant Agreement (Centura Software Corp), Warrant Agreement (Centura Software Corp)
Method of Exercise. To This Option is exercisable by delivery of an exercise this Warrant notice in whole or in part, the Holder shall deliver on any Business Day to form provided by the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise PriceNotice”) or such other form as the Committee may require, which shall state the election to exercise the Option, the number of Shares with respect to which this Warrant the Option is being exercised or (b) the “Exercised Shares”), and such other representations and agreements as may be required by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference pursuant to the Closing Price (as defined below) on provisions of the Business Day immediately prior Plan. The Exercise Notice shall be completed by the Optionee and delivered to the date Committee. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price for the Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of the fully executed Exercise Notice accompanied by the aggregate Exercise Price. Notwithstanding the foregoing, no Exercised Shares shall be issued unless such exercise, equal exercise and issuance complies with the requirements relating to the product administration of (x) stock option plans and other applicable equity plans under U.S. state corporate laws, U.S. federal and state securities laws, the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other Code, any stock exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shalllisted or quoted, as promptly as practicable and in the applicable laws of any event within seven (7) days after receipt of foreign country or jurisdiction where stock grants or other applicable equity grants are made under the Plan; assuming such notice and paymentcompliance, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing for income tax purposes the Warrant Exercised Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in considered transferred to the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of Optionee on the date the aforementioned notice Option is exercised with respect to such Shares. Exercise of the Option may be conditioned upon the Optionee’s execution of such shareholder and/or investor rights agreement(s) as the Board or the Committee may require. Such agreement(s) may include terms and payment is received by the Company. If this Warrant shall have been exercised only in part, conditions that provide the Company shalland/or other shareholders with (i) a right of first refusal with respect to Exercised Shares, (ii) a right of the Company to repurchase Exercised Shares at the time of delivery of such certificate Shares’ Fair Market Value (provided that if the Optionee’s service or certificatesemployment terminates for Cause, deliver to then the Holder a new Warrant evidencing Company may have the right to purchase repurchase the remaining shares Exercised Shares at a price that is equal to the lesser of Common Stock issuable under this Warrantthe Fair Market Value of the Exercised Shares or the exercise price paid by the Optionee for such Exercised Shares), which new Warrant shall(iii) “drag-along” rights in favor of the shareholders owning a majority of Shares of the Company, in all (iv) “market standoff” or “lock-up” conditions, and (v) such other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary terms and similar taxes and other charges payable in connection with conditions as the preparation, issuance and delivery of share certificates and new Warrants under this provisionBoard or the Committee may require.
Appears in 2 contracts
Samples: Stock Option Grant Agreement (Yext, Inc.), Stock Option Grant Agreement (Yext, Inc.)
Method of Exercise. This Warrant may be exercised as a whole or in part from time to time. To exercise this Warrant, the holder hereof or permitted assignees of all rights of the registered owner hereof shall deliver to the Company, at the Warrant Office designated in Section 2.1, (a) a written notice in the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such holder or such permitted assignees of the holder to exercise this Warrant in whole or the manner provided in partthe Subscription Notice, the Holder shall deliver on any Business Day to the Company at its principal place of business this Warrant, a written notice (b) payment in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment full of the Exercise Price (as defined in the manner described below) for all Warrant Shares purchased hereunder, and (c) this Warrant. Subject to compliance with respect Section 3.1(a)(vii), this Warrant shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, 2 accompanied by payment for the Warrant Shares and surrender of this Warrant, as aforesaid, and such date is referred to herein as the "Exercise Date". Upon such exercise (subject as aforesaid), the Company shall issue and deliver to such holder a certificate for the full number of the Warrant Shares purchasable by such holder hereunder, against the receipt by the Company of the total Exercise Price payable hereunder for all the Warrant Shares. Such payment may be made, at the option of the Holder, either (a) in cash or by cash, certified or bank cashier’s 's check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of surrendering Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, a Current Market Value equal to the product of (x) the Exercise Price times (y) for all of the number of Warrant Shares as to which this Warrant is being exercisedShares, so purchased. The term “Closing Price” shall mean Person in whose name the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s certificate(s) for Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with on the preparation, issuance and delivery of share certificates and new Warrants under this provisionExercise Date.
Appears in 2 contracts
Samples: Warrant Agreement (Bombaywala Ghulam M), Warrant Agreement (Bombaywala Ghulam M)
Method of Exercise. To The Warrants initially are exercisable at an initial exercise this Warrant price (subject to adjustment as provided in whole Section 8 hereof) per share of Common Stock set forth in Section 6 hereof payable by certified or official bank check in part, the Holder shall deliver on any Business Day to the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the New York Clearing House funds. The Exercise Price (as defined belowin Section 6.2 hereof) with respect to such Warrant Shares. Such payment for shares of Common Stock covered by the Warrants may also be made, at paid in shares of Common Stock owned by the option of Holder having a Fair Market Value (as defined in Section 3.3 hereof) on the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount date preceding exercise equal to the product aggregate Exercise Price, or in a combination of cash and Common Stock. In addition, the Purchase Price times Warrants may be exercised in full or in part by surrendering the Warrant Certificate in the manner specified in this Section 3.1 together with irrevocable instructions to the Company to issue in exchange for the Warrant Certificate the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” shares of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, Common Stock equal to the product of (x) the Exercise Price times number of shares as to which the Warrants are being exercised multiplied by (y) a fraction the number numerator of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share Fair Market Value of the Company’s Common Stock was sold as less the Exercise Price and the denominator of which is such Fair Market Value. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the end of a Business Day as published on Exercise Price for the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") at the Company's principal offices, registered holder of a Warrant Certificate ("Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the shares of Common Stock purchasable under this Warrantany Warrant Certificate, which the Company shall cancel said Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with Certificate of like tenor for the preparation, issuance and delivery balance of share certificates and new Warrants under this provisionthe shares of Common Stock.
Appears in 2 contracts
Samples: Warrant Agreement (Zymetx Inc), Warrant Agreement (Zymetx Inc)
Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver on any Business Day to the Company at its principal place of business the Warrant Agency (a) this Warrant, (b) a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s 's election to exercise this Warrant, which notice shall specify the number of Warrant Shares shares of Non-Voting Common Stock to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares shares then issuable hereunder), the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered, and (c) payment of the Exercise Price (as defined below) with respect to such Warrant Sharesshares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s 's check or wire transfer in an amount equal to the product of (i) the Purchase Exercise Price times (ii) the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive receiving from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to value, based on the Closing Price (as defined below) Fair Market Value of the Company per share of Common Stock on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquiredaggregate number of shares of Non-Voting Common Stock specified in said notice together with cash in lieu of any fractions of a share as provided in Section 1.3. The share certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Sharesshares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Non-Voting Common Stock issuable under called for by this Warrant, which new Warrant shall, shall in all other respects, respects be identical to with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants, except that, if share certificates or new Warrants under this provisionshall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivery of the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment.
Appears in 2 contracts
Samples: Warrant Agreement (Aps Healthcare Inc), Warrant Agreement (Aps Healthcare Inc)
Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver on any Business Day to the Company at its principal place This Option may be exercised by delivery of business this Warranta notice of exercise, a written notice in substantially the Form form of Subscription which is attached hereto as Exhibit "A" and incorporated herein by this reference, of the Holder’s election to exercise this Warrant, which notice shall specify setting forth the number of Warrant Shares Options to be purchased (which shall be a whole number of shares if for less than all exercised together with either:
a. A certified check or bank check payable to the Warrant Shares then issuable hereunder), and payment order of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at Company in the option amount of full exercise price of the Holder, either (a) Common Stock being purchased;
b. Shares of Common Stock of the Company already owned by cash, certified or bank cashier’s check or wire transfer in an amount the Optionee equal to the product exercise price with the Common Stock valued at its fair market value based on the closing bid quotation for such stock on the close of business on the day last preceding the date of the Purchase Price times exercise of such Option, as reported on the number of Warrant Shares (OTC Bulletin Board, or if not quoted on the “Exercise Price”) OTC Bulletin Board, then as to which this Warrant is being exercised or (b) determined by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number through any other reliable means of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) determination available on the Business Day immediately prior to close of business on the day last preceding the date of such exercise, equal ;
c. Options or other rights to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s purchase Common Stock was sold as of valued at the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on amount by which the Company’s Common Stock is then listed. The Company shall, closing bid quotations (as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, determined in accordance with subparagraph (b) above) of the Common Stock subject to options or other rights exceeds the exercise or purchase price provided on such options or rights; or
d. Cancellation of debt owed by the Company to the Optionee, including debt incurred for professional services rendered, employment relationships, or otherwise, upon presentation of an invoice for services provided to the Company. As soon as practicable after receipt by the Company of such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shares of Common Stock shall be issued in the name of the Holder or such other Optionee, or, if the Optionee shall so request in the notice exercising the Option, in the name or names as of the Optionee and another person jointly, with right of survivorship, and shall be designated in such notice. This Warrant shall be deemed delivered to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the CompanyOptionee. If this Warrant Option is not exercised with respect to all Common Stock subject hereto, Optionee shall have been exercised only in part, be entitled to receive a similar Option of like tenor covering the Company shall, at the time number of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under with respect to which this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company Option shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionnot have been exercised.
Appears in 2 contracts
Samples: Stock Option Agreement (Total Film Group Inc), Stock Option Agreement (Total Film Group Inc)
Method of Exercise. To (a) Subject to Section 3, the Holder may exercise this Warrant Warrant, in whole or in part, by delivering this Warrant to the principal office of the Company (or to such other place as the Company shall notify the Holder shall deliver on any Business Day to the Company at its principal place of business this Warrant, hereof in writing) (i) a written notice of exercise in substantially the Form form of Subscription attached hereto as Exhibit A (an “Exercise Notice”), and (ii) either (A, ) a statement by the Holder of the Holder’s its election to exercise this Warrant, which notice shall specify Warrant on a cashless basis as described in Section 5(b) or (B) payment of an amount equal to the Exercise Price multiplied by the number of Warrant Shares to be being purchased (which shall be a whole number by the Holder upon exercise of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares immediately available funds (the “Aggregate Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised). The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of such Warrant Shares, Shares as of the Exercise Date.
(b) Beginning on the date that is six months prior to the aforementioned notice and payment is received by expiration of this Warrant, in lieu of paying the CompanyExercise Price in cash upon exercise of this Warrant, the Holder may elect to forfeit that number of Warrant Shares which have a Fair Market Value equal to the Aggregate Exercise Price of the Warrant Shares being purchased (“Net Issuance”). If this Warrant shall have been exercised only in partthe Holder elects the Net Issuance method of payment, the Company shallshall issue to the Holder upon exercise a number of Warrant Shares determined in accordance with the following formula: where: X = the number of Warrant Shares to be issued to the Holder; Y = the number of Warrant Shares with respect to which the Holder is exercising its purchase rights under this Warrant; A = the Fair Market Value of one (1) Warrant Share on the Exercise Date; and B = the Exercise Price.
(c) As a condition to the exercise of this Warrant, prior to any Shares being issued, unless the Holder is already a party to the Shareholders’ Agreement at the time of delivery of such certificate or certificatesthe proposed exercise, the Holder shall execute and deliver to the Holder Company a new joinder agreement to the Shareholders’ Agreement; provided however, that the foregoing restriction shall cease to apply after a Qualified Initial Public Offering.
(d) No Shares will be issued upon exercise of this Warrant evidencing unless the right Shares are issued through a depository and beneficial ownership in such Share is to purchase be held through a bank or broker that is already considered a holder of the remaining shares Shares for purposes of Common Stock issuable under this Warrantdetermining the number of holders of record (as such concept is understood for purposes of Section 12(g) of the 1934 Act), which new Warrant shallas determined by the Company, in all other respectsits sole discretion, be identical acting reasonably; provided, however, that the foregoing restriction shall cease to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionapply after a Public Offering.
Appears in 2 contracts
Samples: Warrant Agreement (Masonite International Corp), Warrant Agreement (Masonite International Corp)
Method of Exercise. To (a) The Warrantholder may exercise this Warrant Warrant, in whole or in part, the Holder shall deliver on any Business Day by presentation and surrender of this Warrant to the Company at its principal place corporate office at 0000 XXXXX Xxxx Xxxx, Xxxx Xxxx Xxxx, Xxxx 00000 or at the office of business this Warrantits stock transfer agent, a written notice if any, with the Exercise Form annexed hereto duly executed and, in substantially the Form event of Subscription attached hereto as Exhibit Aan exercise for cash pursuant to Section 2.3(a), accompanied by payment of the Holder’s election to exercise this Warrant, which notice shall specify the number of full Exercise Price for each Warrant Shares Share to be purchased purchased.
(which shall be a whole number b) Upon receipt of shares if this Warrant with the Exercise Form fully executed and, in the event of an exercise for less than all cash pursuant to Section 2.3(a), accompanied by payment of the aggregate Exercise Price for the Warrant Shares for which this Warrant is then issuable hereunder)being exercised, and payment of the Exercise Price (as defined below) with respect Company shall cause to such Warrant Shares. Such payment may be made, at issued certificates for the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the total number of Warrant Shares (the “Exercise Price”) as to whole shares of Common Stock for which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event adjusted to reflect the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share effect of the Company’s Common Stock was sold anti-dilution provisions contained in Article 3 hereof, if any, and as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and provided in any event within seven (7Section 2.5 hereof) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such noticeare requested for delivery to the Warrantholder, and the Company shall thereupon deliver such certificates to the Warrantholder. A net issuance exercise pursuant to Section 2.3(b) shall be issued in effective upon receipt by the name Company of this Warrant together with the aforesaid written statement, or on such later date as is specified therein (the "Net Issuance Exercise Date"), and, at the election of the Holder or such other name or names as shall hereof may be designated made contingent upon the closing of the sale of the Warrant Shares in such noticea Public Offering. This Warrant The Warrantholder shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a the holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable upon such exercise as of the time of receipt of the Exercise Form and payment in accordance with the preceding sentence, in the case of an exercise for cash pursuant to Section 2.3(a), or as of the Net Issuance Exercise Date, in the case of a net issuance exercise pursuant to Section 2.3(b), notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Warrantholder. If at the time this Warrant is exercised, a Registration Statement is not in effect to register under the Securities Act the Warrant Shares issuable upon exercise of this Warrant, the Company may, in the case of an exercise for cash pursuant to Section 2.3(a) or in the case of a net issuance exercise prior to the satisfaction of any holding period required by Rule 144 promulgated under the Securities Act require the Warrantholder to make such representations, and may place such legends on certificates representing the Warrant Shares, as may be reasonably required in the opinion of counsel to the Company to permit Warrant Shares to be issued without such registration.
(c) In case the Warrantholder shall exercise this Warrant with respect to less than all of the Warrant Shares that may be purchased under this Warrant, which the Company shall execute as of the exercise date (or, if later, the Net Issuance Exercise Date) a new warrant in the form of this Warrant shallfor the balance of such Warrant Shares and deliver such new warrant to the Warrantholder within 30 days following the exercise date (or, in all other respectsif later, be identical to this Warrant. the Net Issuance Exercise Date).
(d) The Company shall pay any and all expenses, stamp, documentary stock transfer and similar taxes and other charges which may be payable in connection with respect of the preparation, issuance and delivery of share certificates and new Warrants under this provisionany Warrant Shares.
Appears in 2 contracts
Samples: Warrant Agreement (Zevex International Inc), Warrant Agreement (Zevex International Inc)
Method of Exercise. To exercise The rights represented by this Warrant may be exercised in whole or in partpart at any time during the Exercise Period, by delivery of the Holder shall deliver on any Business Day following to the Company at its principal place of business this Warrant, a written address set forth above (or at such other address as it may designate by notice in substantially the Form of Subscription attached hereto as Exhibit A, of writing to the Holder’s election to exercise this Warrant, which notice shall specify ):
(a) An executed Notice of Exercise in the number of Warrant Shares to be purchased form attached hereto;
(which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment b) Payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (ai) in cash or by cash, certified or bank cashier’s check or wire transfer in an amount equal of immediately available funds, or (ii) pursuant to a Cashless Exercise, as described and permitted below; and
(c) This Warrant. Upon the product exercise of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) rights represented by a “cashless exercise” of this Warrant, in which event the Holder shares of Common Stock shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) be issued for the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such noticepurchased, and shall be issued registered in the name of the Holder or such other name or names as persons affiliated with the Holder, if the Holder so designates, within a reasonable time after the rights represented by this Warrant shall have been so exercised and shall be designated issued in such noticecertificate form and delivered to the Holder, if so requested. This The person in whose name any Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have been exercised become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of issuance of the shares of Common Stock, except that, if the date of such certificate or certificates surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a the holder of record such shares at the close of Warrant Shares, as business on the next succeeding date on which the stock transfer books are open. The Exercise Shares issuable upon any exercise of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in partbe issued within two Business Days following such exercise and, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing extent required in the right Purchase Agreement, shall be issued free of any restrictive or other legend and by electronic delivery to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionHolder’s or its designee’s balance account at DTC.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Yuma Regional Medical Center), Securities Purchase Agreement (Palisade Bio, Inc.)
Method of Exercise. This Warrant may be exercised by the Registered Holder as a whole or in part from time to time until [_______], 20__, at which time this Warrant shall expire and be of no further force or effect; provided, however, that the minimum number of Warrant Shares that may be purchased on a single exercise shall be 50,000 or the entire number of shares remaining available for exercise hereunder, whichever is less. To exercise this Warrant, the Registered Holder or permitted assignees of all rights of the Registered Holder shall deliver to the Company, at the Warrant Office designated in Section 2.1, (a) a written notice in the form of the Purchase Form attached as Exhibit A hereto, stating therein the election of the Registered Holder or such permitted assignees of the Registered Holder to exercise this Warrant in whole or the manner provided in partthe Purchase Form, (b) payment in full of the Holder Exercise Price (in the manner described below) for all Warrant Shares purchased hereunder, and (c) this Warrant. Subject to compliance with Section 3.1(a)(vi), this Warrant shall deliver be deemed to be exercised on any Business Day to the date of receipt by the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this WarrantPurchase Form, which notice shall specify accompanied by payment for the number of Warrant Shares to be purchased and surrender of this Warrant, as aforesaid, and such date is referred to herein as the "Exercise Date." Upon such exercise (which subject as aforesaid), the Company shall be issue and deliver to the Registered Holder a whole certificate for the full number of shares the Warrant Shares purchasable by the Registered Holder hereunder, against the receipt by the Company of the total Exercise Price payable hereunder for all such Warrant Shares, (a) in cash or by certified or cashier's check or (b) if the Common Stock is registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by surrendering Warrant Shares having a Current Market Price equal to the Exercise Price for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercisedso purchased. The term “Closing Price” shall mean Person in whose name the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s certificate(s) for Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with on the preparation, issuance and delivery of share certificates and new Warrants under this provisionExercise Date.
Appears in 1 contract
Method of Exercise. To The Warrant Holder may exercise this his rights with respect to all or any whole number of Class C Warrants evidenced by a Warrant Certificate, provided that (except as provided in Section 4.04), Class C Warrants shall not be exercisable for other than a whole or in partnumber of shares of Common Stock. Exercise shall be effected by surrender of the Warrant Certificate, with the Holder shall deliver on any Business Day exercise form thereon duly executed, to the Company at its principal place offices as designated in Section 6.07 hereof, together with the Exercise Price for each share of business this Warrant, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, Common Stock to be purchased. Payment of the Holder’s election Exercise Price shall be made in lawful money of the United States of America by cashier's check, certified check, federal funds or clearing house check, payable to the order of the Company. Upon receipt of a Warrant Certificate with the exercise this Warrantform duly executed and accompanied by full and proper payment of the Exercise Price for the shares of Common Stock purchased thereby, which notice the Company (after requisitioning any certificates for shares of Common Stock from the Company's transfer agent, if necessary) shall specify deliver to the Warrant Holder certificates for the total number of whole shares of Common Stock for which the Class C Warrants evidenced by such Warrant Shares to be purchased (which shall be a whole number of shares if for less than all Certificate are being exercised in such names and denominations as the Warrant Shares then issuable hereunder)Holder has directed; provided, however, that it, on the date of surrender of such Warrant Certificate and payment of the Exercise Price Price, the transfer books for the Common Stock shall be closed, the certificates for the shares of Common Stock shall be issuable as of the date on which such books shall next be open (as defined belowwhether before, on, or after the Expiration Date) with respect to such Warrant Shares. Such payment may be made, at the option of exercise Price and upon the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer other conditions in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) effect on the Business Day immediately prior to the date of such exercise, equal surrender. In the event that any Warrant Holder shall exercise rights with respect to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share less than all of the Company’s Common Stock was sold as Class C Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Class C Warrants, a new Warrant Certificate for the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt balance of such notice Class C Warrants shall be countersigned and paymentdelivered to, execute and deliver or cause to be executed and delivered, in accordance with the instructions of, such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionHolder.
Appears in 1 contract
Samples: Warrant Agreement (Eagle Wireless International Inc)
Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver on any Business Day to the Company at its principal place of business the Warrant Agency, (a) this Warrant, (b) a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the such Holder’s 's election to exercise this Warrant, which notice shall specify the number of Warrant Shares shares of Common Stock to be purchased (which shall be a minimum of 10 whole number of shares if for less than all the Warrant Shares shares then issuable hereunder), the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered, and (c) payment of the Exercise Price (as defined below) with respect to such Warrant Sharesshares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s 's check or wire transfer in an amount equal to the product of (i) the Purchase Exercise Price times (ii) the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) at any time on or after the date of consummation of the initial public offering of the Common Stock by a “cashless exercise” of this Warrant, in which event the Holder shall receive receiving from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to a value, based on (x) on the date of consummation of the initial public offering of the Common Stock, the public offering price thereof and (y) thereafter the Closing Price (as defined below) on the Business Day trading day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquiredaggregate number of shares of Common Stock specified in said notice together with cash in lieu of any fractions of a share as provided in Section 1.3. The share certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Sharesshares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right rights to purchase the remaining shares of Common Stock issuable under called for by this Warrant, which new Warrant shall, shall in all other respects, respects be identical to with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants, except that, if share certificates or new Warrants under this provisionshall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivery of the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment.
Appears in 1 contract
Method of Exercise. To exercise this 1. This Warrant may be exercised by the Registered Holder at any time from time to time, in whole or in part, the Holder shall deliver on any Business Day prior to the Company at its principal place of business Expiration Time by surrendering this Warrant, with a written notice Notice of Exercise in substantially the Form form of Subscription attached Annex A hereto as Exhibit A(the “Notice of Exercise”) duly executed by such Registered Holder or by such Registered Holder’s duly authorized attorney, at the principal office of the HolderCompany set forth on the signature page hereto, or at such other office or agency as the Company may designate in writing (the “Company’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunderOffice”), and accompanied by payment in full, in lawful money of the United States (by wire transfer of immediately available funds or by bank cashier’s or certified check), of the Exercise Price (as defined below) with payable in respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number shares of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of purchased upon such exercise, equal to the product . In lieu of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and cash payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued exercised through a cashless exercise in the name manner set forth in Section 1.2 below.
2. Each exercise of the Holder or such other name or names as shall be designated in such notice. This this Warrant shall be deemed to have been exercised effected immediately prior to the close of business on the day on which the appropriate Annex form shall be dated and directed to the Company (as evidenced by the applicable postmark or other evidence of transmittal) as provided in Section 1(a) hereof. At such certificate time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in Section 1(c) hereof shall be deemed to have been issued, and such Holder become the holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder holders of record of the Warrant SharesShares represented by such certificates.
3. As soon as practicable after the exercise of this Warrant, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in full or in part, and in any event within ten (10) days thereafter, the Company shallCompany, at its expense, will cause to be issued in the time name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of delivery any applicable transfer taxes) may direct:
a. a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 4 hereof; and
b. in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, representing in the aggregate on the face or faces thereof the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such certificate 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 Section 3 hereof or certificates, deliver received pursuant to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionSection 1.2 hereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Carsunlimited Com Inc)
Method of Exercise. To exercise this (a) This Warrant may be exercised in whole or in partpart (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period by the Holder hereof by delivery of a notice of exercise (a “Notice of Exercise”) substantially in the form attached hereto as Exhibit A via facsimile to the Company. Promptly thereafter the Holder shall deliver on any Business Day surrender this Warrant (if the entire amount of the Warrant is subject to the Notice of Exercise) to the Company at its principal place of business this Warrantoffice via overnight delivery service, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and accompanied by payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times multiplied by the number of shares of Common Stock for which this Warrant Shares is being exercised (the “Exercise Price”) as ). Payment of the Exercise Price shall be made by wire transfer to which this Warrant is being exercised or (b) by a “cashless the account of the Company. Upon exercise” of this Warrant, in which event the Holder shall be entitled to receive from within three Trading Days after the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price Exercise Date (as defined below) on the Business Day immediately prior to the date of such exerciseherein), equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board one or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shallmore certificates, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the Holder’s name of the Holder or in such other name or names as shall be designated in such noticethe Holder may direct, subject to the limitations on transfer contained herein, for the number of shares of Common Stock so purchased. This Warrant The shares of Common Stock so purchased shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, issued as of the close of business on the date on which the aforementioned notice Company shall have received from the Holder payment in full of the Exercise Price (the “Exercise Date”).
(b) Upon exercise of a portion of this Warrant in accordance with the terms hereof, records showing the amount so exercised and payment is received the date of exercise shall be maintained on a ledger substantially in the form of Annex B attached hereto (an originally signed and executed copy of which shall be delivered to the Company with each Notice of Exercise). The Company shall maintain the originally signed and executed ledger and the Holder shall maintain a copy thereof. Upon execution of the exercise of the Warrants contemplated by the Company. If this Warrant shall have been exercised only in partNotice of Exercise, the Company shall, at the time of delivery of such certificate or certificates, shall deliver to the Holder a new Warrant evidencing copy of Annex B signed and executed by the right Company, and the Holder shall deliver to purchase the remaining Company a copy of Annex B signed by the Holder. It is specifically contemplated that the Company shall act as the calculation agent for all exercises of this Warrant. The Holder and any assignee, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following an exercise of a portion of this Warrant, the number of shares of Common Stock issuable under represented by this Warrant will be the amount indicated on Annex B attached hereto (which may be less than the amount stated on the face hereof).
(c) In the event there is a dispute as to the number of shares of Common Stock the Holder is entitled to receive upon exercise of this Warrant, which new Warrant shallthe Company shall issue to the Holder the number of shares not in dispute and the Company and the Holder will use their best efforts to resolve such dispute within one Business Day following the receipt of a Notice of Exercise. If such dispute cannot be resolved within such one-day period, in all other respects, be identical the Company and the Holder shall submit the dispute to this Warrantan independent accountant mutually agreed upon by the Company and the Holder to make a final and binding determination of the number of shares owed to the Holder. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with issue shares of Common Stock owed to Holder as a result of the preparation, issuance and delivery resolution of share certificates and new Warrants under this provisionthe dispute within two Business Days following the receipt of the accountant’s independent determination.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Hepalife Technologies Inc)
Method of Exercise. To The Warrants initially are exercisable at an aggregate initial exercise this price (subject to adjustment as provided in Section 8 hereof) per share of Common Stock and per Redeemable Warrant set forth in whole Section 6 hereof payable by certified or official bank check in partNew York Clearing House funds, subject to adjustment as provided in Section 8 hereof. Upon surrender of a Warrant Certificate with the Holder shall deliver on any Business Day to the Company at its principal place of business this Warrant, a written notice in substantially the annexed Form of Subscription attached hereto as Exhibit AElection to Purchase duly executed, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and together with payment of the Exercise Price (as defined belowhereinafter defined) with respect for the shares of Common Stock and/or the Redeemable Warrants purchased at the Company's principal executive offices in Los Angeles (presently located at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 90024) the registered holder of a Warrant Certificate ("Holder" or "Holders") shall be entitled to such receive a certificate or certificates for the shares of Common Stock so purchased and a certificate or certificates for the Redeemable Warrants so purchased. The purchase rights represented by each Warrant Shares. Such payment may be made, Certificate are exercisable at the option of the HolderHolder thereof, either in whole or in part (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal but not as to the product fractional shares of the Purchase Price times Common Stock and Redeemable Warrants underlying the number of Warrant Shares (Warrants). In the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from Company redeems all of the Company Public Warrants (other than the number Redeemable Warrants underlying the Warrants), then the Warrants may only be exercised if such exercise is accompanied by the simultaneous exercise of Warrant Shares equal to (ithe Redeemable Warrant(s) underlying the number of Warrant Shares as to which this Warrant is Warrants being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being so exercised. The term “Closing Price” shall mean the last sale price at which a share Warrants may be exercised to purchase all or part of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable together with an equal or unequal number of the Redeemable Warrants represented thereby. In the case of the purchase of less than all the shares of Common Stock and/or the Redeemable Warrants purchasable under this Warrantany Warrant Certificate, which the Company shall cancel said Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary Certificate of like tenor for the balance of the shares of Common Stock and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Redeemable Warrants under this provisionpurchasable thereunder.
Appears in 1 contract
Samples: Representative's Warrant Agreement (Digital Lava Inc)
Method of Exercise. To exercise this Warrant in whole or in part, the Holder This Option shall deliver on any Business Day to the Company at its principal place of business this Warrant, a be exercisable by written notice in substantially which shall state the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this WarrantOption, which notice shall specify the number of Warrant Shares in respect to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder)this Option is being exercised, and payment of such other representations and agreements as to the Exercise Price (as defined below) Optionee's investment intent with respect to such Warrant SharesShares as may be required by the Company hereunder or pursuant to the provisions of the Plan. Such payment written notice shall be signed by the Optionee and shall be delivered in person oor by certified mail to the Secretary of the Company or such other person as may be made, at designated by the option Company. The written notice shall be accompanied by payment of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to exercise price. The exercise price may be paid: (i) the number of Warrant Shares as to which this Warrant is being exercised minus in cash; (ii) by check; (iii) by delivering certificates of other shares of Common Stock of the number Company; (iv) by transferring shares of Warrant Shares having an aggregate value determined by reference Common Stock of the Company to the Closing Price Company's transfer agent for delivery to the Company provided that the written notice of exercise is accompanied by a written acknowledgment by the Optionee that the Optionee has instructed his broker dealer to transfer such shares and such transfer is confirmed by a letter from such broker dealer acknowledging that the Optionee has directed such broker dealer to transfer such shares; (v) by Optionee simultaneously exercising this Option and selling the Shares thereby acquired pursuant to a brokerage or similar arrangement approved in advance by the Board (which approval shall not be unreasonably withheld) and to use the proceeds from such sale to pay the exercise price and any federal, state and local taxes required to be withheld as defined belowa result of such exercise; or (vi) by any other method of payment approved by the Company's Board of Directors. For purposes of Clauses (iii) and (iv), the value of the exercise price shall be the closing price per share of the Company's Common Stock on the Business Day immediately last business day prior to the date the written notice is actually received and acknowledged as received by the Company. Upon receipt of such exercisepayment, equal the Company shall deliver to Optionee or the product person exercising this Option for Optionee, an appropriate certificate or certificates for fully paid nonassessable Shares. For purposes of clause (x) the Exercise Price times (y) iv), should any Optionee fail to have the number of Warrant Shares as share required to which this Warrant is being exercised. The term “Closing Price” shall mean pay the last sale exercise price at which a share of delivered to the Company’s Common Stock was sold as 's transfer agent within 90 days, this Option, with respect to the number of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shallshares stated I t he written notice, as promptly as practicable will terminate and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause be deemed to be executed and delivered, in accordance with such notice, a certificate or certificates representing forfeited by the Warrant Shares so acquiredOptionee. The certificate or certificates so delivered for the Shares as to which the Option shall be in such denominations as may be specified in such notice, and exercised shall be issued registered in the name of the Holder or such other name or names as Optionee and shall be designated legended as set forth in such noticethe Plan and/or as required under applicable law. This Warrant shall Option may not be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder fraction of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionshare.
Appears in 1 contract
Method of Exercise. To Optionee may exercise this Warrant option with respect to all or any part of the shares of Stock then subject to such exercise as follows:
(a) By giving the Company written notice of such exercise, specifying the number of such shares of Stock as to which this option is exercised. Such notice shall be accompanied by an amount equal to the Option Price of such shares, in whole the form of any one or combination of the following: cash, a certified check, bank draft, postal or express money order payable to the order of the Company in lawful money of the United States. The Committee, at its sole discretion, may also permit Optionee to pay the Option Price with shares of Stock valued at fair market value, a promissory note of the Optionee or in part, the Holder shall deliver on any Business Day to the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, combination of the Holder’s election foregoing. The shares of Stock shall be valued in accordance with procedures established by the Committee. Any note used to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which option shall be a whole number of shares if for less than all full recourse, interest-bearing obligation containing such terms as the Warrant Shares then issuable hereunder)Committee shall determine. If a promissory note is used, the Optionee agrees to execute such further documents as the Committee may deem necessary or appropriate in connection with issuing the note, perfecting a security interest in the Stock purchased with the note, and payment of any related terms or conditions that the Exercise Price (as defined below) with respect to such Warrant SharesCommittee may propose. Such payment further documents may include, not by way of limitation, a security agreement, an escrow agreement, a voting trust agreement and an assignment separate from certificate. In the event that the exercise price is satisfied by the Committee retaining from the shares of Stock otherwise to be madeissued to Optionee shares of Stock having a value equal to the exercise price, at the Committee may issue Optionee an additional option, with terms identical to this option of the Holderagreement, either (a) by cash, certified or bank cashier’s check or wire transfer entitling Optionee to purchase additional Stock in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or shares of Stock so retained.
(b) by Optionee shall be required, as a “cashless exercise” condition precedent to acquiring Stock through exercise of this Warrantthe option, to execute one or more agreements relating to obligations in connection with ownership of the Stock or restrictions on transfer of the Stock no less restrictive than the obligations and restrictions to which event the Holder shall receive from other shareholders of the Company are subject at the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date time of such exercise.
(c) If required by the Committee, equal Optionee shall give the Company satisfactory assurance in writing, signed by Optionee or Optionee's legal representative, as the case may be, that such shares are being purchased for investment and not with a view to the product distribution thereof; provided, however, that such assurance shall be deemed inapplicable to (1) any sale of such shares by such Optionee made in accordance with the terms of a registration statement covering such sale, which may hereafter be filed and become effective under the Securities Act of 1933, as amended (x) the Exercise Price times (y) the number of Warrant Shares as "Securities Act"), and with respect to which this Warrant no stop order suspending the effectiveness thereof has been issued, and (2) any other sale of such shares with respect to which in the opinion of counsel for the Company, such assurance is being exercisednot required to be given in order to comply with the provisions of the Securities Act. The term “Closing Price” shall mean As soon as practicable after receipt of the last sale price notice required in paragraph 6(a) and satisfaction of the conditions set forth in paragraphs 6(b) and 6(c), the Company shall, without transfer or issue tax and without other incidental expense to Optionee, deliver to Optionee at which a share the office of the Company’s Common Stock was sold as , at 000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, attention of the end of a Business Day as published on the OTC Bulletin Board Secretary, or such other exchange or automatic quotation system on which place as may be mutually acceptable to the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such noticeOptionee, a certificate or certificates representing of such shares of Stock; provided, however, that the Warrant Shares so acquired. The certificate or certificates so delivered shall time of such delivery may be in postponed by the Company for such denominations period as may be specified in such noticerequired for it with reasonable diligence to comply with applicable registration requirements under the Securities Act, the Securities Exchange Act of 1934, as amended, any applicable listing requirements of any national securities exchange or the Nasdaq Stock Market, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or requirements under any other person so designated law or regulation applicable to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery issuance or transfer of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionshares.
Appears in 1 contract
Method of Exercise. To (a) In connection with the exercise this Warrant in whole or in partof any Warrant, (i) the Holder shall deliver on any Business Day surrender such Warrant (or portion thereof) to the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify Warrant Agent for the number of Warrant Exercise Shares being exercised, up to be purchased (which shall be a whole the aggregate number of shares if Warrant Exercise Shares for less than all which the Warrant Shares then issuable hereunder), Warrants are exercisable and payment of (ii) the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may shall be madepaid, at the option of the Holder, either (ax) in United States dollars by cashpersonal, certified or official bank cashiercheck payable to the Company (if by certified or official bank check the Holder’s check Computershare account number and name and address must be typeset on the check), or by wire transfer to an account specified in writing by the Company or the Warrant Agent to such Holder, in either case in immediately available funds in an amount equal to the product of aggregate Exercise Price for such Warrant Exercise Shares as specified in the Purchase Price times the number of Warrant Shares Exercise Form or (the “Exercise Price”y) by cashless exercise as to which this Warrant is being exercised or set forth in Section 4.3(b)).
(b) In lieu of paying the Exercise Price by a “cashless exercise” of this Warrantpersonal, certified or official bank check or by wire transfer, any Holder may elect to exercise Warrants by authorizing the Company to withhold and not issue to such Holder, in which event payment of the Holder shall receive from the Company the Exercise Price thereof, a number of such Warrant Exercise Shares equal to (ix) the number of Warrant Exercise Shares for which the Warrants are being exercised, multiplied by (y) the Exercise Price, and divided by (z) the Current Sale Price on the Exercise Date (and such withheld shares shall no longer be issuable under such Warrants, and the Holder shall not have any rights or be entitled to any payment with respect to such withheld shares).
(c) Upon exercise of any Warrants, the Warrant Agent will as promptly as practicable, within a reasonable time period to which enable the Company to meet its obligations under Section 4.4(a), deliver written notice to the Company to confirm the number of shares of Class A Common Stock issuable in connection with such exercise. The Company shall calculate and transmit to the Warrant Agent in a written notice, and the Warrant Agent shall have no duty, responsibility or obligation to calculate, the number of shares of Class A Common Stock issuable in connection with any exercise. The Warrant Agent shall be entitled to rely conclusively on any such written notice provided by the Company, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with such written instructions or pursuant to this Agreement. Such written notice from the Company shall also set forth the cost basis for such shares of Class A Common Stock issued pursuant to such exercise.
(d) Subject to the terms and conditions of this Agreement, the Holder of any Warrants may exercise, in whole or in part, such Holder’s right to purchase the Warrant is being exercised minus Exercise Shares issuable upon exercise of such Warrants by: (x) in the case of Certificated Warrants, properly completing and duly executing the exercise form for the election to exercise such Warrants (including the exercise forms referred to in clauses (y) and (z) below, an “Exercise Form”) substantially in the form of Exhibit B-1, (y) in the case of Direct Registration Warrants, providing an Exercise Form substantially in the form of Exhibit B-2 hereto, properly completed and duly executed by the Registered Holder thereof, to the Warrant Agent, and (z) in the case of Book-Entry Warrants, providing an Exercise Form in compliance with the practices and procedures of the Depositary and its direct and indirect participants, as applicable.
(e) Any exercise of Warrants pursuant to the terms of this Agreement shall be irrevocable as of the date of delivery of the Exercise Form and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with the terms of this Agreement.
(f) In the case of Certificated Warrants, upon receipt of the Warrant Certificate with the properly completed and duly executed Exercise Form, or in the case of Direct Registration Warrants, upon receipt of an Exercise Form, in each case pursuant to Section 4.3(d), the Warrant Agent shall:
(i) examine the Exercise Form and all other documents delivered to it by or on behalf of Holders as contemplated hereunder to ascertain whether or not, on their face, such Exercise Form and any such other documents have been executed and completed in accordance with their terms and the terms hereof;
(ii) if an Exercise Form or other document appears, on its face, to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrants exists, endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled;
(iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the information provided on any Exercise Form received and the information on the Warrant Register;
(iv) advise the Company as promptly as practicable, within a reasonable time period to enable the Company to meet its obligations under Section 4.4(a), after receipt of an Exercise Form, of (A) the receipt of such Exercise Form and the number of Warrant Exercise Shares having an aggregate value determined by reference in respect of which the Warrants are requested to be exercised in accordance with the Closing Price terms and conditions of this Agreement, (as defined belowB) on the Business Day immediately prior instructions with respect to delivery of the date of Class A Common Stock deliverable upon such exercise, equal subject to timely receipt of such information by the Warrant Agent, and (C) such other information as the Company shall reasonably request; and
(v) subject to Class A Common Stock being made available to the product Warrant Agent by or on behalf of (x) the Exercise Price times (y) Company, and written instructions from the Company, liaise with the transfer agent for the Class A Common Stock for the issuance and registration of the number of Warrant Shares as to which this Warrant is being exercisedshares of Class A Common Stock issuable upon exercise of the Warrants in accordance with the Exercise Form. The term “Closing Price” shall mean Company reserves the last sale price at right reasonably to reject any and all Exercise Forms that it determines are not in proper form or for which a share any corresponding agreement by the Company to exchange would, in the opinion of the Company’s Common Stock was sold as , be unlawful. Any such determination by the Company shall be final and binding on the Holders of the end Warrants, absent manifest error. Moreover, the Company reserves the absolute right to waive any of a Business Day as published on the OTC Bulletin Board conditions to any particular exercise of Warrants or such other exchange or automatic quotation system on which any defects in the Company’s Common Stock is then listedExercise Form(s) with regard to any particular exercise of Warrants. The Company shallshall provide prompt written notice to the Warrant Agent of any such rejection or waiver.
(g) In the case of Book-Entry Warrants, as promptly as practicable the Company and the Warrant Agent shall cooperate with the Depositary and its direct and indirect participants in any event within seven (7) days after receipt order to effectuate the exercise of such notice and payment, execute and deliver or cause to be executed and deliveredWarrants, in accordance with the applicable practices and procedures of the Depositary and such noticeparticipants, a certificate or certificates representing including the Warrant Shares so acquired. The certificate or certificates so delivered shall be manner of delivery of notice of exercise by the Beneficial Holders thereof, in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names form as shall be designated in prescribed by such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Sharesparticipants, as applicable.
(h) The Warrant Agent shall forward funds received for warrant exercises in a given month by the fifth business day of the date the aforementioned notice and payment is received following month by wire transfer to an account designated by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provision.
Appears in 1 contract
Samples: Warrant Agreement (Verso Corp)
Method of Exercise. To This Option is exercisable by delivery of an exercise this Warrant notice, in whole or in part, the Holder shall deliver on any Business Day to the Company at its principal place of business this Warrant, a written notice in substantially the Form of Subscription form attached hereto as Exhibit A, of the Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares Appendix A (the “Exercise PriceNotice”) as ), which shall state the election to exercise the Option, the number of Shares in respect of which this Warrant the Option is being exercised or (b) the “Exercised Shares”), and such other representations and agreements as may be required by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company as set forth in this Agreement. The Exercise Notice shall be completed by the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference Optionee and delivered to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share Secretary of the Company’s Common Stock was sold as . The Exercise Notice shall be accompanied by payment of the end of a Business Day aggregate Exercise Price as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such noticeall Exercised Shares. This Warrant Option shall be deemed to have been be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. If the Optionee elects to exercise this Option with respect to unvested Shares, the Optionee shall deliver an exercise notice, in the form attached as Appendix C (the “Early Exercise Notice and Restricted Stock Purchase Agreement”), which shall state the election to early exercise the Option, the number of Shares in respect of which the Option is being early exercised, and an executed Restricted Stock Purchase Agreement which shall provide the Company with a repurchase right for the unvested Shares that shall lapse in accordance with the Option’s vesting schedule, and such certificate or certificates other representations and agreements as may be required by the Company as set forth in this Agreement. The Exercise Notice shall be completed by the Optionee and delivered to the Secretary of the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to have been issuedbe early exercised upon receipt by the Company of such fully executed Early Exercise Notice, Restricted Stock Purchase Agreement, and such Holder or any other person so designated to be named therein aggregate Exercise Price. No Shares shall be deemed for all purposes issued pursuant to have become a holder the exercise of record of Warrant Shares, this Option unless such issuance and exercise complies with “Applicable Laws” (as of the date the aforementioned notice and payment such term is received by defined in the Company. If ’s 1999 Stock Plan), and the Optionee has met his withholding obligations as set forth in Section 10 of this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants under this provisionAgreement.
Appears in 1 contract
Method of Exercise. This Warrant may be exercised by the Registered Holder as a whole subsequent to December 31, 2003, until August 28, 2008, at which time this Warrant shall expire and be of no further force or effect. To exercise this Warrant in whole or in partWarrant, the Registered Holder or permitted assignees of all rights of the Registered Holder shall deliver on any Business Day to the Company Company, at its principal place of business this Warrantthe Warrant Office designated in Section 2.1(a), a written notice in substantially the form of the Purchase Form of Subscription attached hereto as Exhibit AA hereto, stating therein the election of the Holder’s election Registered Holder or such permitted assignees of the Registered Holder to exercise this Warrant in the manner provided in the Purchase Form, (b) payment in full of the Exercise Price (in the manner described below) for all Warrant Shares purchased hereunder, and (c) this Warrant. Subject to compliance with Section 3.1(a)(vi), which notice this Warrant shall specify be deemed to be exercised on the number date of receipt by the Company of the Purchase Form, accompanied by payment for the Warrant Shares to be purchased and surrender of this Warrant, as aforesaid, and such date is referred to herein as the "Exercise Date." Upon such exercise (which subject as aforesaid), the Company shall be issue and deliver to the Registered Holder a whole certificate for the full number of shares the Warrant Shares purchasable by the Registered Holder hereunder, against the receipt by the Company of the total Exercise Price payable hereunder for all such Warrant Shares, (a) in cash or by certified or cashier's check or (b) if the Common Stock is registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by surrendering Warrant Shares having a Current Market Price equal to the Exercise Price for less than all the Warrant Shares then issuable hereunder), and payment of the Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier’s check or wire transfer in an amount equal to the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercisedso purchased. The term “Closing Price” shall mean Person in whose name the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s certificate(s) for Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares so acquired. The certificate or certificates so delivered shall be in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of such certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with on the preparation, issuance and delivery of share certificates and new Warrants under this provisionExercise Date.
Appears in 1 contract
Samples: Warrant Agreement (Innovo Group Inc)
Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the holder hereof, in whole or in part, at any time and from time to time until 5:00 p.m., Phoenix, Arizona time, on August 31, 2000. To exercise the Holder Warrants, the holder hereof shall deliver on any Business Day to the Company Company, at its principal place of business this Warrantthe Warrant Office designated in Section 2.1 hereof, (i) a written notice in substantially the Form of Subscription attached hereto as Exhibit A, form of the Holder’s Subscription Notice attached as an exhibit hereto, stating therein the election of such holder to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased Warrants in the manner provided in the Subscription Notice; (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), and ii) payment in full of the Exercise Price in cash or by bank check for all Warrant Shares purchased thereunder and (as defined belowiii) with respect this Warrant. The Warrants shall be deemed to such Warrant Shares. Such payment may be made, at exercised on the option date of receipt by the Company of the HolderSubscription Notice, either (a) accompanied by cash, certified or bank cashier’s check or wire transfer in an amount equal to payment for the product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or (b) by a “cashless exercise” and surrender of this Warrant, in which event as aforesaid, and such date is referred to herein as the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of "Exercise Date". Upon such exercise, equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The term “Closing Price” shall mean the last sale price at which a share of the Company’s Common Stock was sold as of the end of a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seven (7) days after receipt of such notice and paymentfive business days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, holder a certificate or certificates representing for the full number of the Warrant Shares so acquired. The certificate or certificates so delivered shall be in purchased by such denominations as may be specified in such noticeholder hereunder, and shall, unless the Warrants have expired, deliver to the holder hereof a new Warrant representing the number of Warrants, if any, that shall not have been exercised, in all other respects identical to this Warrant. As permitted by applicable law, the Person in whose name the certificates for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as such Common Stock on the Exercise Date and shall be entitled to all of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery benefits of such certificate or certificatesholder on the Exercise Date, deliver to the Holder a new Warrant evidencing including without limitation the right to purchase the remaining shares of Common Stock issuable under this Warrant, which new Warrant shall, in all other respects, be identical to this Warrant. The Company shall pay all expenses, stamp, documentary and similar taxes receive dividends and other charges payable in connection with distributions for which the preparation, issuance record date falls on or after the Exercise Date and delivery of share certificates and new Warrants under this provisionthe right to exercise voting rights.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Scottsdale Technologies Inc)
