Procedure for Exercise of Warrants. The Call Warrant may be exercised for a period of forty-five (45) Business Days from the Effective Date as defined in the Securities Purchase Agreement. The Advance Warrants may be exercised prior to the Expiration Date (as hereinafter defined) at the Exercise Price at any time after the date of issuance. The Advance Warrants shall expire at 5:30 p.m. (Eastern Time) on the Trading Day immediately following the second anniversary of the date the Advance Warrant or Warrants are issued in accordance with the Securities Purchase Agreement (the "Expiration Date"). The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company at its address set forth in Section 4.5 hereof, together with the Election to Purchase duly completed and executed, accompanied by payment in full, as set forth below, to the Company of the Exercise Price for each Warrant Share in respect of which such Warrants are being exercised. Such Exercise Price shall be paid in full by cash or a certified check or a wire transfer in same day funds in an amount equal to the Exercise Price multiplied by the number of Warrant Shares then being purchased. Issuance of Common Stock. As soon as practicable after the Date of Exercise of any Warrants, and in any event no later that three (3) Business Days thereafter the Company shall, if possible, electronically settle into a brokerage account designated by the Purchaser or, if not possible, issue, or cause its transfer agent to issue, a certificate or certificates for the number of full Warrant Shares, registered in accordance with the instructions set forth in the Election to Purchase, together with cash for fractional shares as provided in Section 3.10. All Warrant Shares issued upon the exercise of any Warrants shall be validly authorized and issued, fully paid, non-assessable, free of preemptive rights and (subject to Section 4.1 hereof) free from all taxes, liens, charges and security interests in respect of the issuance thereof. Each person in whose name any such certificate for Warrant Shares is issued shall be deemed for all purposes to have become the holder of record of the Common Stock represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such shares, irrespective of the date of issuance or delivery of such certificate for Warrant Shares. Certificates for Unexercised Warrants. In the event that, prior to the Expiration Date, a Warrant Certificate is exercised in ...
Procedure for Exercise of Warrants. The Warrants may be exercised by their holders by following the procedure described below.
Procedure for Exercise of Warrants. During the period specified in and subject to the provisions of Section 2.2 hereof, the Warrants may be exercised, in whole or in part, by surrendering the Warrant Certificates representing such Warrants to the Company at its principal office, which is presently at 105 Xxxxxxxxx Xxxx Xxxxx, Xxxxx Xxxxxx, X.X., 00000, xxth the election to purchase form set forth on the Warrant Certificate duly completed and executed, accompanied by payment in full of the Exercise Price as provided in Section 2.1 in effect at the time of such exercise, for each share of Common Stock with respect to which such Warrants are being exercised. Such Exercise Price shall be paid in full by either (i) wire transfer of immediately available funds, (ii) certified check payable in United States currency to the order of the Company or (iii) by surrender to the Company of the number of Warrants set forth below: X = Y(A-B) ------ A Where: X = the number of shares of Common Stock to be issued to the Holder upon exercise pursuant to the foregoing clause (iii). Y = the number of shares of Common Stock represented by the Warrants so surrendered. A = the Current Market Price (as defined below of one share of Common Stock on the Date of Exercise (as defined below). B = the Exercise Price for the Warrants so surrendered. The date on which Warrants are exercised in accordance with this Section 2.3 is sometimes referred to herein as the Date of Exercise of such Warrants. 4 3
Procedure for Exercise of Warrants. The Warrants may be ---------------------------------- exercised prior to the Expiration Date (as hereinafter defined) at the Exercise Price at any time after (a) the first anniversary of the date hereof, (b) eleven (11) business days following the commencement of a tender offer (as provided in Rule 14d-2 of the Exchange Act (as defined below)) with respect to the Common Stock pursuant to Regulation 14D promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), unless the Company has published, sent or given to securityholders pursuant to Rule 14e-2(a) under the Exchange Act a statement that the Company recommends rejection of such tender offer (a "Rejection Recommendation"), (c) after a Rejection Recommendation, if and upon the public announcement by the Company, a filing by the Company with the Securities and Exchange Commission, or the sending by the Company to securityholders of a statement pursuant to Rule 14e-2(b) under the Exchange Act, in each case, which changes the Company's position with respect to such tender offer to a recommendation of acceptance of such tender offer or an expression of no opinion with respect to such tender offer, (d) immediately prior to consummation by the Company of any consolidation or merger with any entity (other than a wholly-owned subsidiary of the Company) other than a consolidation or merger as a result of which each of the stockholders of the Company owns, immediately after consummation of such consolidation or merger, directly or indirectly, at least 67% of the percentage of the fully diluted capital stock of the Company or the surviving entity of such consolidation or merger which such stockholder owned immediately prior to the consummation of such consolidation or merger, calculated without giving effect to the issuance as part of such consolidation or merger of up to 330,000 shares of Common Stock upon exercise of the Warrants, or (e) the consummation by the Company of any sale, transfer or other disposition of all or substantially all of its property, assets or business, other than to a subsidiary of the Company in respect of which the Company owns or controls, directly or indirectly, 67% or more of the outstanding voting stock. The Warrants shall expire at 5:00 p.m., New York City time on August 28, 2002 (the "Expiration Date"). The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company at its address set forth in Section 4.5 ...
Procedure for Exercise of Warrants. During the period specified ---------------------------------- in and subject to the provisions of Section 2.2 hereof, the Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent at its office, which is presently at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, with the election to purchase form set forth on the Warrant Certificate properly completed and duly executed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank or trust company located in the United States, a member of the National Association of Securities Dealers, Inc. ("NASD") or other eligible guarantor institution which is a participant in a signature guarantee program (as such terms are defined in Reg. 240.17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) acceptable to the Warrant Agent ("Signatures Guaranteed"), accompanied by payment in full of the Exercise Price as provided in Section 2.1 in effect at the time of such exercise, together with such taxes as are specified in Section 7.1 hereof, for each share of Common Stock with respect to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by certified check or money order, payable in United States currency to the order of the Company. The date on which any Warrant is exercised in accordance with this Section 2.3(a) is sometimes referred to herein as the "Date of Exercise" of such Warrant.
Procedure for Exercise of Warrants. Warrants may be exercised prior to the Expiration Date at the Exercise Price in accordance with Section 2.3. The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company at its address set forth in Section 3.5 hereof, together with the Election to Purchase duly completed and executed, accompanied by payment in full, as set forth below, to the Company of the Exercise Price for each share of Series E Preferred Stock or fraction thereof in respect of which such Warrants are being exercised. Such Exercise Price shall be paid in full by (i) cash or a certified check or a wire transfer in same day funds in an amount equal to the Exercise Price multiplied by the number of shares of Series E Preferred Stock or fraction thereof then being purchased or (ii) delivery to the Company of that number of shares of Common Stock having a Fair Market Value (as hereinafter defined) equal to the Exercise Price multiplied by the number of shares of Series E Preferred Stock or fraction thereof then being purchased. In the alternative, the Holder of a Warrant Certificate may exercise its right to purchase all or a portion of the shares of Series E Preferred Stock subject to such Warrant Certificate, on a net basis, such that, without the exchange of any funds, such Holder receives that number of shares of Series E Preferred Stock or fraction thereof subscribed to pursuant to such Warrant Certificate LESS that number of shares of Series E Preferred Stock convertible into shares of Common Stock having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by such Holder for the number of shares of Series E Preferred Stock or fraction thereof subscribed to pursuant to such Warrant Certificate (hereinafter, a "Net Cashless Exercise").
Procedure for Exercise of Warrants. During the period specified in and subject to the provisions of Section 2.2 hereof, Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent at [the principal office of its corporate trust department] (the "Principal Office"), which is presently at ____________________, with the election to purchase form set forth on the Warrant Certificate duly completed and executed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank or trust company located in the United States, a member of the National Association of Securities Dealers, Inc., or other eligible guarantor institution which is a participant in a signature guarantee program (as such terms are defined in Reg. 240.17Ad-15 under the Securities Exchange Act of 1934, as amended) acceptable to the Warrant Agent ("Signatures Guaranteed"), accompanied by payment in full of the Exercise Price as provided in Section 2.1 in effect at the time of such exercise, together with such taxes as are specified in Section 7.1 hereof, for each share of Common Stock with respect to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by certified check or money order payable in United States currency to the order of the Company. The date on which Warrants are exercised in accordance with this Section 2.3 is sometimes referred to herein as the Date of Exercise of such Warrants.
Procedure for Exercise of Warrants. 3 2.4 Issuance of Shares of Common Stock..................4 2.5 Certificates for Unexercised Warrants...............4 2.6
Procedure for Exercise of Warrants. Warrants may be exercised at any time, prior to the Exercise Deadline, by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent at the principal office of its stock transfer department ("Principle Office"), with the form of Election to Purchase duly completed and executed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or a savings and loan association) or trust company located in the United States or a member of the National Association of Securities Dealers, Inc. ("Signatures Guaranteed"), accompanied by payment in full, as set forth below, to the Warrant Agent for the account of the Company of the Exercise Price of such Warrant Certificate in effect at the time of such exercise, together with such taxes as are specified in Section 6.1 hereof, as set forth below, for each Warrant Share with respect to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by cash, certified check, cashier's check or money order, payable in United States currency to the order of the Warrant Agent, or by any combination of the foregoing. The date on which Warrants are exercised in accordance with this Section 2.3 is sometimes referred to herein as the "Date of Exercise" of such Warrants. Upon receiving notice that any Warrants are proposed to be exercised, the Warrant Agent will provide a notice of exercise to the Company (the "Exercise Notice"). Such Exercise Notice shall set forth the name of the registered holder, the number of Warrants to be exercised, the number of shares to be issued, the Date of Exercise, the method of payment and the Warrant Certificate number.
Procedure for Exercise of Warrants. (a) In order to exercise one or more Warrant(s), the Warrantholders must pay the Subscription Money in the manner mentioned in paragraph (b) below and fulfill the following additional conditions precedent (the "Deposit Conditions"): -
(i) the deposit of the relevant Certificate(s) at the specified office of the Issuer, together with a notice of exercise in respect thereof (the "Exercise Notice") in duplicate in the form (for the time being current) obtainable from the specified office of the Issuer duly completed and signed by or on behalf of the Warrantholder;
(ii) the payment of, or the causing to be paid, or the provision for the payment of, all (if any) stamp, issue or registration or other similar taxes or duties arising on exercise of the relevant Warrant(s) in the place in which such Warrant(s) is or are deposited for exercise thereof or in consequence of the delivery of certificates for the Common Shares to be issued on exercise to or to the order of a person other than the exercising Warrantholder; and
(iii) compliance with any exchange control, fiscal or other laws or regulations applicable to the exercise of such Warrant(s) in such place. Once the Deposit Conditions have been fulfilled, neither the relevant Certificate(s) nor the relevant Exercise Notice may be withdrawn from deposit without the consent in writing of the Issuer, but the relevant Warrant(s) shall not be cancelled before the close of banking business in Seoul on the Subscription Date. The day (in the country in which the relevant Warrant(s) is or are deposited for exercise) on which the Deposit Conditions are fulfilled, or (if fulfilled on different days) on which the last of the Deposit Conditions is fulfilled, is referred to in these Terms and Conditions as the "Deposit Date" applicable to such Warrant(s).
(b) The payment of the Subscription Money in relation to the relevant Warrant(s) must be made by the exercising Warrantholder in Won to the specified office in Seoul of the payment handling bank (the "Payment Handling Bank"), for credit to the Special Account (as defined in the relevant Exercise Notice), such payment to be made free and net of any foreign exchange commissions, remittance charges or other deductions and to be accompanied by a payment advice complying with the provisions described below (the "Payment Advice"). The Payment Advice to the Payment Handling Bank must include the name of the exercising Warrantholder and, in order to enable the Payment Handling Bank to...
