Net Issuance. In lieu of payment of the Exercise Price described in Section 2(a), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “Net Issuance Election Notice”) duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where: X = Y (A-B) A X = the number of shares to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by this Warrant in respect of which the net issuance election is made pursuant to this Section 2. A = the fair market value of one share of Common Stock, as determined in accordance with the provisions of this Section 2. B = the Exercise Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2, the “fair market value” per share of the Company’s Common Stock shall mean:
i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “NNM”) or other over-the- counter quotation system, the fair market value shall be the last reported sale price of the Common Stock on such exchange or on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM or over-the-counter quotation system; and
ii. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, as such price shall be determined by mutual agreement of the Company and the Holder of this Warrant. If the Company and the Holder cannot mutually agree on such price, the fair market value shall be made by an appraiser of recognized standing selected by the Holder and the Company, or, if they cannot agree on an appraiser, each of he Company and the Holder shall select an appraise...
Net Issuance. Notwithstanding anything to the contrary contained in Subsection 1(a) hereof, in the case of any exercise on or prior to August 18, 2001 the Holder may elect to exercise this Warrant in whole or in part by receiving shares of Common Stock equal to the net issuance value (as determined below) of this Warrant, or any part hereof, upon surrender of this Warrant at the principal office of the Company together with notice of such election (with the form at the end hereof duly executed), in which event the Company shall issue to the Holder a number of shares of 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 Holder Y = the number of shares of Common Stock as to which this Warrant is to be exercised A = the current fair market value of one share of Common Stock calculated as of the last trading day immediately preceding the exercise of this warrant B = the Exercise Price
Net Issuance. Notwithstanding anything to the contrary contained ------------- in Section 1.1, the Holder may elect to exercise this Warrant in whole or in part by receiving shares of Common Stock equal to the net issuance value (as determined below) of this Warrant, or any part hereof, upon surrender of this Warrant to the Company's transfer agent and registrar for the Common Stock the principal office of the Company together with the subscription form annexed hereto (duly executed by the Holder), in which event the Company shall issue to the Holder a number of shares of 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 Holder Y = the number of shares of Common Stock as to which this Warrant is to be exercised A = the current fair market value of one share of Common Stock calculated as of the last trading day immediately preceding the exercise of this Warrant B = the Purchase Price As used herein, current fair market value of Common Stock as of a specified date shall mean with respect to each share of Common Stock the average of the closing sale price of the Common Stock on the principal securities market on which the Common Stock may at the time be listed or, if there have been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on the principal securities market at the end of such day, or, if on such day the Common Stock is not so listed, the average of the representative bid and asked prices quoted in the Nasdaq System as of 4:00 p.m., New York City time, or, if on such day the Common Stock is not quoted in the Nasdaq System, the average of the highest bid and lowest asked price on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of five consecutive Business Days consisting of the day as of which the current fair market value of a share of Common Stock is being determined (or if such day is not a Business Day, the Business Day next preceding such day) and the four consecutive Business Days prior to such day. If on the date for which current fair market value is to be determined the Common Stock is not listed on any securities exchange or quoted in the Nasdaq System or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Compa...
Net Issuance. Notwithstanding anything to the contrary contained in Section 1(a) hereof, in the case of any exercise on or prior to January 26, 2001 the Holder may elect to exercise this Warrant in whole or in part by receiving shares of Common Stock equal to the net issuance value (as determined below) of this Warrant, or any part hereof, upon surrender of this Warrant at the principal office of the Company together with notice of such election (with the form at the end hereof duly executed), in which event the Company shall issue to the Holder a number of shares of 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 Holder Y = the number of shares of Common Stock as to which this Warrant is to be exercised A = the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date B = the Exercise Price
Net Issuance. Xxxxxxx shall be entitled to the customary Company benefit allowing for the “net issuance” by the Company of Common Stock underlying the Options or RSUs or Common Stock comprising the LTIP Stock in order to provide Xxxxxxx the opportunity (on his own or through the Company) to sell shares of Common Stock, the proceeds of which will be utilized to pay Vasisht’s federal, state or local income or withholding tax liability.
Net Issuance through a special sale and remittance procedure (“Net Issuance Procedure”) pursuant to which the Holder (or any other person or persons exercising the Option) shall concurrently provide irrevocable instructions (a) to a Company-approved brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for the purchased shares plus all applicable Federal, State and local income and employment taxes required to be withheld by the Company by reason of such exercise and (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale; or (iv)
Net Issuance. In lieu of payment of the Purchase Price described in Section 3.1 above, the Holder may elect to receive, without the payment by the Holder of any additional consideration, Shares equal to the value of this Warrant or any portion hereof, by the surrender of this Warrant or such portion to the Company, with the Exercise Notice duly executed and so signifying the net issuance election, to the secretary of the Company at its principal office. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable Shares as is computed using the following formula: where: X = Y (A-B) A X = the number of Shares to be issued to the Holder. Y = the number of Shares covered by this Warrant in respect of which the net issuance election is made. A = the “fair market value” of one Share, as determined in accordance with the provisions of this Section 3 as of the date of calculation. B = the Exercise Price in effect under this Warrant at the time the net issuance election is made. For purposes of this Section 3, the “fair market value” per Share shall be determined as follows:
(a) if traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices of the Shares on such exchange over the 30-day period ending three days prior to the closing of such transaction;
(b) if actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid prices of the Shares over the 30-day period ending three days prior to the closing of such transaction; or
(c) if there is no active public market for the Shares, the fair market value shall be determined in good faith by the Board of Directors of the Company.
Net Issuance. Notwithstanding anything to the contrary contained in Section 1(a) hereof, in the case of any exercise on or prior to December , 2000 the Holder may elect to exercise this Warrant in whole or in part by receiving shares of Common Stock equal to the net issuance value (as determined below) of this Warrant, or any part hereof as may then be exercised pursuant to the terms hereof, upon surrender of this Warrant at the principal office of the Company together with notice of such election (with the form at the end hereof duly executed), in which event the Company shall issue to the Holder a number of shares of 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 Holder Y = the number of shares of Common Stock as to which this Warrant is to be exercised A = the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date B = the Exercise Price
Net Issuance. In addition to the foregoing methods of payment, the Warrant Holder may exercise this Warrant, or a portion thereof, and the Purchase Price shall be payable in connection therewith, by relinquishing the right under this Warrant to purchase an Exercise Block and, in exchange therefor, the Warrant Holder shall receive that number of shares of Common Stock equal to the number of shares constituting the Exercise Block, less a number of shares equal to the quotient of (i) the aggregate Purchase Price for the Exercise Block, divided by (ii) the Fair Market Value per share of Common Stock (determined as of the date of relinquishment). For purposes of this Section 1.2(d), "Exercise Block" shall mean that total number of shares covered by this Warrant for which the Warrant Holder desires to relinquish as provided herein.
Net Issuance. In lieu of payment of the Purchase Price described in Section 3.1 above, the Holder may elect to receive, without the payment by the Holder of any additional consideration, Shares equal to the value of this Warrant or any portion hereof, by the surrender of this Warrant or such portion to the Company, with the Exercise Notice duly executed and so signifying the net issuance election, to the secretary of the Company at its principal office. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable Shares as is computed using the following formula: where:
