Net Issue Election. 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 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: A where X = the number of shares to be issued to the Holder pursuant to this Section 5. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 5. A = the fair market value of one share of Common Stock. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 5. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (i) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a ten (10) consecutive full trading day period ending three (3) days before the day the current fair market value of the securities is being determined; (ii) if the Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the ten (10) consecutive full trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (iii) if at any time 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 price per share as determined in good faith by its Board of Directors, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the fair market value of Common Stock shall be deemed to be the value received by the holders of the Company's Common Stock on a common equivalent basis pursuant to such merger or acquisition.
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Samples: Warrant Agreement (Ask Jeeves Inc), Warrant Agreement (Ask Jeeves Inc)
Net Issue Election. 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 notice of election notice to purchase annexed hereto 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: A where X = the number of shares to be issued to the Holder pursuant to this Section 54. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 54. A = the fair market value Fair Market Value (as defined below) of one share of Common StockStock at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 54. For purposes Fair Market Value on the date of the above calculation, current fair market value of Common Stock calculation shall mean with respect to each share of Common Stockmean:
(i1) if the Company’s Common Stock is traded on a securities exchangeexchange or The Nasdaq Stock Market, the fair market value Fair Market Value shall be deemed to be the average of the closing prices over a the ten (10) consecutive full trading trading-day period ending three on the trading day before date of calculation; or (3) days before the day the current fair market value of the securities is being determined;
(ii2) if the Company’s Common Stock is actively traded over-the-counter, the fair market value Fair Market Value shall be deemed to be the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) price over the ten (10) consecutive full trading trading-day period ending three (3) days on the trading day before the day the current fair market value date of the securities is being determinedcalculation; or
B. if (iiiA) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter marketapplicable, the Fair Market Value shall be at the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current fair market value employee or director) for a similar number of shares of Common Stock shall be sold by the price per share Company, from authorized but unissued shares, as determined in good faith by its the Board of DirectorsDirectors of the Company, unless the Company shall become is at such time subject to a merger, bona fide acquisition or other consolidation pursuant to which the Company is not the surviving by an independent third party, in which case the fair market value of Common Stock Fair Market Value shall be deemed to be the highest value received by which any of the holders of the Company's Common Stock on have a common equivalent basis right to receive pursuant to such merger or acquisition; provided that if the Holder has a good faith objection to such Board determination, then the Fair Market Value shall be determined by a financial advisor of national standing and reputation reasonably acceptable to the Holder selected and retained by the Company.
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Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock 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 duly executed, at the principal 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: A where where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this Section 54. Y = the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 54. A = the fair market value Fair Market Value (defined below) of one share of Common Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 54. For purposes of this Warrant, the above calculation, current fair market value “Fair Market Value” of a share of Common Stock as of the date that the net issue election is made (the “Determination Date”) shall mean with respect to each share of Common Stock:
mean: (i) if the Common Stock is traded on a securities exchangeexchange or the NASDAQ Global Market, the fair market value of the Common Stock shall be deemed to be the average of the closing or last reported sale prices over a ten of the Common Stock on such exchange or market for the five (105) consecutive full trading day period ending three days immediately prior to the Determination Date, or (3ii) days before if otherwise traded in an over-the-counter market, the day the current fair market value of the securities is being determined;
(ii) if the Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked ask prices quoted on of the NASDAQ system Common Stock for the five (or similar system) over the ten (105) consecutive full trading day period ending three (3) days before immediately prior to the day the current fair market value of the securities is being determined; or
Determination Date, or (iii) if at any time there is no public market for the Common Stock is not listed on any securities exchange or quoted in if the NASDAQ System or the over-the-counter market, the current fair market value cannot be calculated as of Common Stock the Determination Date on any of the foregoing bases, then the fair market value shall be the price per share as determined in good faith by its the Company’s Board of Directors, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the fair market value of Common Stock shall be deemed to be the value received by the holders of the Company's Common Stock on a common equivalent basis pursuant to such merger or acquisition.
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Samples: Common Stock Purchase Warrant (ARYx Therapeutics, Inc.)
Net Issue Election. 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 notice of election notice to purchase annexed hereto 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: A where X = the number of shares to be issued to the Holder pursuant to this Section 54. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 54. A = the fair market value Fair Market Value (as defined below) of one share of Common StockStock at the time the net issue is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 54. For purposes Fair Market Value on the date of the above calculation, current fair market value of Common Stock calculation shall mean with respect to each share of Common Stockmean:
(i1) if the Company’s Common Stock is traded on a securities exchangeexchange or The Nasdaq Stock Market, the fair market value Fair Market Value shall be deemed to be the average of the closing prices over a the ten (10) consecutive full trading trading-day period ending three on the trading day before date of calculation; or (3) days before the day the current fair market value of the securities is being determined;
(ii2) if the Company’s Common Stock is actively traded over-the-counter, the fair market value Fair Market Value shall be deemed to be the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) price over the ten (10) consecutive full trading trading-day period ending three (3) days on the trading day before the day the current fair market value date of the securities is being determinedcalculation; or
B. if (iiiA) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter marketapplicable, the Fair Market Value shall be at the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current fair market value employee or director) for a similar number of shares of Common Stock shall be sold by the price per share Company, from authorized but unissued shares, as determined in good faith by its the Board of DirectorsDirectors of the Company, unless the Company shall become is at such time subject to a merger, bona fide acquisition or other consolidation pursuant to which the Company is not the surviving by an independent third party, in which case the fair market value of Common Stock Fair Market Value shall be deemed to be the highest value received by which any of the holders of the Company's Common Stock on have a common equivalent basis right to receive pursuant to such merger or acquisition; provided that if the Holder has a good faith objection to such Board determination, then the Fair Market Value shall be determined by a financial advisor of national standing and reputation reasonably acceptable to the Holder selected and retained by the Company.
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Net Issue Election. 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 notice of election notice to purchase annexed hereto 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: A where X = the number of shares to be issued to the Holder pursuant to this Section 54. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 54. A = the fair market value Fair Market Value (as defined below) of one share of Common StockStock at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 54. For purposes Fair Market Value on the date of the above calculation, current fair market value of Common Stock calculation shall mean with respect to each share of Common Stockmean:
(i1) if the Company’s Common Stock is traded on a securities exchangeexchange or The Nasdaq Stock Market, the fair market value Fair Market Value shall be deemed to be the average of the closing prices over a the ten (10) consecutive full trading trading-day period ending three on the trading day before date of calculation; or (3) days before the day the current fair market value of the securities is being determined;
(ii2) if the Company’s Common Stock is actively traded over-the-counter, the fair market value Fair Market Value shall be deemed to be the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) price over the ten (10) consecutive full trading trading-day period ending three (3) days on the trading day before the day the current fair market value date of the securities is being determinedcalculation; or
B. if (iiiA) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter marketapplicable, the Fair Market Value shall be at the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current fair market value employee or director) for a similar number of shares of Common Stock shall be sold by the price per share Company, from authorized but unissued shares, as determined in good faith by its the Board of DirectorsDirectors of the Company, unless the Company shall become is at such time subject to a merger, bona fide acquisition or other consolidation pursuant to which the Company is not the surviving by an independent third party, in which case the fair market value of Common Stock Fair Market Value shall be deemed to be the highest value received by which any of the holders of the Company's Common Stock on have a common equivalent basis right to receive pursuant to such merger or acquisition; provided that if the Holder has a good faith objection to such Board determination, then the Fair Market Value shall be determined by a financial advisor of national standing and reputation reasonably acceptable to the Holder selected and retained by the Company.
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Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: A where Zoosk, Inc. Warrant
1. X = the number of shares to be issued to the Holder pursuant to this Section 5. Y = the number of shares covered by this Warrant in respect of which Y(A-B)
(i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to this Section 5. A = a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible.
(ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows:
(a) If traded on a securities exchange or NASDAQ market or system, the fair market value of one share of Common Stock. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 5. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock:
(i) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing or last reported sale prices of the Common Stock on such exchange or market over a ten (10) consecutive full trading the five day period ending three (3) five trading days before prior to the day Determination Date, and the current fair market value of the securities Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is being determinedthen convertible;
(iib) if the Common Stock is actively If otherwise traded in an over-the-countercounter market, the fair market value of the Common Stock shall be deemed to be the average of the closing bid and asked ask prices quoted on of the NASDAQ system (or similar system) Common Stock over the ten (10) consecutive full trading five day period ending three (3) five trading days before prior to the day Determination Date, and the current fair market value of the securities is being determined; or
(iii) if at any time 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 price per share as determined in good faith by its Board of Directors, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the fair market value of Common Preferred Stock shall be deemed to be such fair market value of the value received Common Stock multiplied by the holders number of shares of Common Stock into which each share of Preferred Stock is then convertible; and
(c) If there is no public market for the Common Stock, then fair market value shall be determined in good faith by the Company's Common Stock on a common equivalent basis pursuant to such merger or acquisition’s Board of Directors.
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