Put Exercise Procedure Sample Clauses

Put Exercise Procedure. To exercise the Put, the Holder must (i) surrender to the Put/Call Agent (at its office designated for such purpose, the initial address of such office being listed in Section 6.01 hereof) the certificate or certificates representing the Notes to be exchanged together with the Put Exercise Notice duly completed and executed, (ii) deliver a form of transfer in the form specified by the Notes executed by the Holder with the name of the transferee left blank and (iii) pay any transfer or similar tax required to be paid by the Holder pursuant to Section 2.04. The date on which the Holder satisfies all the requirements for exercise of the Put is referred to as the “Put Date.” As soon as practicable after the Put Date, the Company will cause the Put/Call Agent to deliver to the Holder in exchange for the Notes (or, pursuant to this Section 2.02, a portion thereof) as to which the Put has been exercised a certificate (or other evidence of ownership) ,for the number of full shares of Common Stock issuable upon the exercise of the Put and cash in lieu of any fractional share determined pursuant to Section 2.03. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Put Date, and such person, following the exchange of the relevant Note or part thereof in accordance herewith, shall no longer be a Holder of the Notes as to which the Put has been exercised as of such date. If the Holder exercises the Put for more than one Note at the same time, the number of shares of Common Stock issuable upon exchange of the Notes shall be based on the total nominal amount of the Notes exchanged. Upon surrender of a Note that is exchanged in part, the Company will execute and deliver to the Holder a Note certificate in an authorized denomination equal in nominal amount to the unexchanged portion of the Note surrendered.
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Put Exercise Procedure. (a) The Company will satisfy the Put Value Obligation with respect to each $1,000 principal amount of Notes put to the Company by delivering, on the third Business Day immediately following the last day of the Observation Period for the related Put Exercise Date, a number of shares of Common Stock equal to the sum of the quotients obtained by dividing (i) the Daily Put Values for each of the 10 VWAP Trading Days during such Observation Period by (ii) the Daily VWAP for such VWAP Trading Day, provided that the Company will deliver cash in lieu of fractional shares of Common Stock as set forth pursuant to clause (k) below. The Daily Put Values shall be determined by the Company following the last day of the Observation Period. (b) Notwithstanding Section 13.02(a), the Company shall satisfy the Put Value Obligation with respect to each $1,000 principal amount of Notes put to it in connection with a Fundamental Change pursuant to Section 13.01(d) pursuant to this clause (b). (i) If the last day of the applicable Observation Period related to Notes put to the Company is prior to the third Scheduled Trading Day preceding the Effective Date of the Fundamental Change, the Company will satisfy the related Put Value Obligation with respect to each $1,000 principal amount of Notes put to the Company as described in Section 13.02(a) by delivering shares of Common Stock (and cash in lieu of fractional shares, if any) based on the Put Value Rate, but without regard to the number of Additional Shares to be added to the Put Value Rate pursuant to Section 13.01(e), on the third Business Day immediately following the last day of the applicable Observation Period. As soon as practicable following the Effective Date of the Fundamental Change, the Company will deliver the increase in such amount of shares of Common Stock (and cash in lieu of fractional shares, if any) as if the Put Value Rate had been increased by such number of Additional Shares during the related Observation Period (and based upon the related Daily VWAP prices during such Observation Period). If such increased amount of shares of Common Stock results in an increase to the number of shares of Common Stock delivered to holders, the Company will deliver such increase by delivering Reference Property based on such increased number of shares. (ii) If the last day of the applicable Observation Period related to Notes put to the Company is on or following the third Scheduled Trading Day preceding the Effective Date...
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Put Exercise Procedure. If a Non-NIC Shareholder wishes to exercise its right to put provided for by SECTION 2.2(a), that Non-NIC Shareholder shall promptly deliver written notice of its election to exercise to NIC and initiate a procedure, if any, required to determine the Put Exercise Price. The date upon which its written notice of exercise was delivered shall be the "Put Exercise Date." The closing with respect to any exercise of a Non-NIC Shareholder Put shall take place at the principal offices of the Company on the tenth business day following the final determination of the Put Exercise Price; provided, however, that all orders, consents and approvals of governmental authorities legally required for the closing of such sale shall have been obtained and be in effect. At such closing, in exchange for full payment of the Put Exercise Price, as provided in SECTION 2.2(b), that Non-NIC Shareholder shall deliver to NIC all of the Shares held by it free and clear of all liens and encumbrances of any nature. NIC shall exercise commercially reasonable efforts to promptly obtain all orders, consents and approvals of governmental authorities legally required in light of the transactions to take place at such closing.
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Related to Put Exercise Procedure

  • Exercise Procedure (a) This Warrant may be exercised by delivering all of the following items to the Company at its principal office (the date on which the Company shall receive all of such items shall be referred to as the "Exercise Date"): (i) a completed Exercise Agreement, as described in Section 1.3, executed by the person or entity exercising all or part of the purchase rights represented by this Warrant ("Purchaser"); (ii) if this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments, in the form attached hereto as Exhibit I, evidencing the assignment of this Warrant to the Purchaser (in which case the Registered Holder will be deemed to have complied with Section 5); and (iii) Unless the Cashless Exercise Option provided under Section 1.6 below is utilized, a wire transfer or check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Warrant Stock being purchased upon such exercise. (b) The Company shall use its best efforts to cause the transfer agent of its securities to issue and deliver to the Purchaser certificates for shares of Warrant Stock issuable upon exercise of this Warrant within ten business days after the Exercise Date, but in no event shall such certificates be issued and delivered later than 15 business days after the Exercise Date. (c) In the event that this Warrant shall be exercised for less than all of the Warrant Stock, the Company shall, within ten business days after the Exercise Date, execute and deliver to the Purchaser a replacement Warrant of like tenor for the balance of the Warrant Stock that may be purchased hereunder. (d) The Warrant Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at 5:00 p.m. (Chicago time) on the Exercise Date, and the Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Stock at such time on the Exercise Date. (e) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax with respect thereto or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Warrant Stock; provided, however, that the Company shall not be required to pay any income tax to which the Registered Holder or the Purchaser may be subject in connection with the issuance of this Warrant or any Warrant Stock. Each share of Warrant Stock issuable upon exercise of this Warrant shall be, upon payment of the Exercise Price, or utilization of the Cashless Exercise Option, duly authorized, validly issued, fully paid and nonassessable and free from all liens, restrictions, encumbrances, and charges. (f) Each party shall assist and cooperate with each other party with respect to any required governmental filings or governmental approvals prior to, or in connection with, any exercise of this Warrant.

  • Exercise Procedures The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

  • Conversion and Exercise Procedures The form of Notice of Exercise included in the Warrants and the form of Notice of Conversion included in the Debentures set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants or convert the Debentures. No additional legal opinion or other information or instructions shall be required of the Purchasers to exercise their Warrants or convert their Debentures. The Company shall honor exercises of the Warrants and conversions of the Debentures and shall deliver Underlying Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

  • Warrant Exercise Price 1.1 Each Warrant shall entitle the Warrant Holder the right to purchase one share of Common Stock of the Company (individually, a "Warrant Share" severally, the "Warrant Shares"). 1.2 The purchase price payable upon exercise of each Warrant ("Exercise Price") shall be $.

  • Payment of Warrant Exercise Price The holder has paid in connection with this exercise the sum of $ to the Company in accordance with the terms of the Warrant.

  • Notice of Change in Exercise Price The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial Officer.

  • Initial Exercise Price; Exercise of Rights; Detachment of Rights (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Termination Time, to purchase one Common Share for the Exercise Price as at the Business Day immediately preceding the day of exercise of the Right (which Exercise Price and number of Common Shares are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Termination Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Promptly following the Separation Time, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)) and, in respect of each Convertible Security converted into Common Shares after the Separation Time and prior to the Termination Time, promptly after such conversion, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to the holder so converting (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned by such Acquiring Person which are not held of record by such Acquiring Person, the Nominee, at such holder’s address as shown by the records of the Corporation (the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

  • Adjustments in Exercise Price Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.

  • Adjustment of Exercise Price and Number of Shares The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

  • Form of Exercise Price The Holder intends that payment of the Exercise Price shall be made as (check one): ☐ a cash exercise with respect to _________________ Warrant Shares; or ☐ by cashless exercise pursuant to the Warrant.

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