Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Warrantholder shall have the right, at any time and from time to time during the period commencing on the Waiver Effective Date (as such term is defined in the Separation Agreement), and ending at 5:00 p.m. Dallas, Texas time, on August 31, 1999 (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares to which the Warrantholder may at the time be entitled to purchase pursuant to this Agreement, upon surrender to the Company, at its principal office, of the certificate evidencing the Warrants to be exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed and upon payment to the Company of the Warrant Price (as defined in and determined in accordance with the provisions of this Section 3 and Sections 7 and 8 hereof), but in no event for less than 100 Shares (subject to appropriate adjustment for any stock split recapitalization or similar event) for any Warrantholder (unless less than an aggregate of 100 Shares (subject to appropriate adjustment for any stock split, recapitalization or similar event) are then purchasable under all outstanding Warrants held by a Warrantholder. The Warrants shall be exercisable, at the election of the Warrantholder, either in full or from time to time (subject to the other provisions in this Section) in part and, in the event of a certificate evidencing the Warrants is exercised in respect of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining portion of the Warrants held by the Warrantholder will be issued by the Company. It shall be a condition to exercise that the Warrantholder execute and deliver a certificate to the Company containing the representations and covenants set forth in Section 11 hereof, which certificate must state that such representations and warranties are true and correct. If the Waiver Effective Date does not occur, then this Agreement will be terminated without further obligation by either party.
Appears in 1 contract
Samples: Warrant Agreement (Optel Inc)
Term of Warrants; Exercise of Warrants. Each Underwriter's Warrant entitles the registered owner thereof to purchase one Share of Common Stock at a purchase price of $6.00 per Share (athe "Exercise Price"). The total number of Underwriter's Warrants which may be purchased is equal to ten percent (10%) of the number of Shares sold in the Offering, excluding Shares sold as part of the over-allotment option. The Underwriter's Warrants are non-exercisable and non-transferable for a period of twelve (12) months following the effective date of the Registration Statement and will thereafter be exercisable until the date which is four years from the effective date of the Registration Statement (the "Expiration Date"). The Exercise Price and the amount of Shares of Common Stock issuable upon exercise of the Underwriter's Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the terms provisions of this Agreement, the Warrantholder each Holder shall have the right, at any time and from time to time during the period commencing on the Waiver Effective Date (which may be exercised as set forth in such term is defined in the Separation Agreement), and ending at 5:00 p.m. Dallas, Texas time, on August 31, 1999 (the "Termination Date")Underwriter's Warrants, to purchase from the Company up (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable Shares to which the Warrantholder may at the time be entitled to purchase pursuant to this Agreementof Common Stock specified in such Underwriter's Warrants, upon surrender to the Company, at or its principal officeduly authorized agent, of the certificate evidencing the Warrants to be exercisedsuch Underwriter's Warrants, together with the form of election to purchase form on the reverse thereof attached thereto duly filled in completed and signed, with signatures guaranteed and upon payment to the Company of the Warrant Price (Exercise Price, as defined in and determined adjusted in accordance with the provisions of Section 8 of this Section 3 Agreement, for the number of Warrant Shares in respect of which such Underwriter's Warrants are then exercised. Payment of the Exercise Price may be made in cash or by check payable to the order of the Company. No adjustment shall be made for any dividends on any shares of Common Stock issuable upon exercise of an Underwriter's Warrants. Upon each surrender of Underwriter's Warrants and Sections 7 payment of the Exercise Price as aforesaid, the Company shall issue and 8 hereof), but in no event for less than 100 Shares cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Underwriter's Warrants and (subject to appropriate adjustment receipt of evidence of compliance with the Act in accordance with the provisions of Section 10 of this Agreement) in such name or names as such Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Underwriter's Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Underwriter's Warrants and payment of the Exercise Price as aforesaid; PROVIDED, HOWEVER, that if, at the date of surrender of such Underwriter's Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of stock split recapitalization purchasable upon the exercise of such Underwriter's Warrants shall be closed, the certificates for the Warrant Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or similar eventafter the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such shares; PROVIDED, FURTHER, HOWEVER, that such transfer books, unless otherwise required by law, shall not be closed at any Warrantholder (unless less one time for a period longer than an aggregate of 100 Shares (subject to appropriate adjustment for any stock split, recapitalization or similar event) are then purchasable under all outstanding Warrants held by a Warrantholder20 days. The rights of purchase represented by the Underwriter's Warrants shall be exercisable, at the election of the WarrantholderHolders thereof, either in full or from time to time (subject to the other provisions in this Section) in part and, in the event of a certificate evidencing the Warrants if any Underwriter's Warrant is exercised in respect of less than all of the Warrant Shares specified therein at any time prior to the Termination Datepurchasable on such exercise, a new certificate evidencing the remaining portion of the Underwriter's Warrant or Underwriter's Warrants held by the Warrantholder will be issued by for the Company. It shall be a condition to exercise that remaining number of Warrant Shares specified in the Warrantholder execute and deliver a certificate to the Company containing the representations and covenants set forth in Section 11 hereof, which certificate must state that such representations and warranties are true and correct. If the Waiver Effective Date does not occur, then this Agreement will be terminated without further obligation by either partyUnderwriter's Warrant so surrendered.
Appears in 1 contract
Samples: Warrant Agreement (Advanced Electronic Support Products Inc)
Term of Warrants; Exercise of Warrants. Each Warrant entitles the -------------------------------------- Warrant Holder thereof to purchase one Share at a purchase price of $____ per Share [TO BE EQUAL TO 150% OF THE INITIAL PUBLIC OFFERING PRICE] (athe "Exercise Price") at any time from the first anniversary of the Effective Date (except as otherwise set forth herein) until 5:00 p.m., Boston time (the "Close of Business"), on the day immediately preceding the fifth anniversary of the Effective Date (the "Expiration Date"). The Exercise Price and the number of Shares issuable upon exercise of each Warrant are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the terms provisions of this Agreement, the Warrantholder each Warrant Holder shall have the right, at any time and from time to time during the period commencing on the Waiver Effective Date (which may be exercised as set forth in such term is defined in the Separation Agreement), and ending at 5:00 p.m. Dallas, Texas time, on August 31, 1999 (the "Termination Date")Warrant, to purchase from the Company up (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable Shares to which the Warrantholder may at the time be entitled to purchase pursuant to this Agreementspecified in such Warrant Holder's Warrant, upon surrender to the Company, at or its principal officeduly authorized agent, of such Warrant, with an election to purchase attached thereto in the certificate evidencing the Warrants form of Exhibit B to be exercised, together with the purchase form on the reverse thereof this Agreement duly filled in completed and --------- signed, with (if requested by the Company within two business days of surrender of the Warrant with the election to purchase) signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, and upon payment to the Company of the Warrant Price (Exercise Price, as defined in and determined adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrant is then exercised. Notwithstanding the method of exercise set forth in any Warrant, in the event that the Warrant Holder thereof has not exercised such Warrant prior to the Close of Business on the Expiration Date and the current market price per share of Common Stock at the Close of Business on the Expiration Date (as determined substantially in accordance with Section 3 and Sections 7 and 8 hereof8(d), but using the closing prices or quotations, as the case may be, on such Expiration Date rather than a 30-day average) is greater than the Exercise Price, then the Warrant Holder thereof shall be deemed to have exercised such Warrant in full immediately prior to the Close of Business on the Expiration Date (an "Automatic Exercise"). Payment of the Exercise Price may be made in cash or by check payable to the order of the Company in the amount obtained by multiplying the number of Shares for which such Warrant is then being exercised by the Exercise Price then in effect (such amount, the "Exercise Payment"), except that the Warrant Holder may, at its option, elect to pay the Exercise Payment by delivering to the Company the number of shares of Common Stock determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock on the date of exercise or by cancelling a portion of such Warrant that is equal to the number of shares determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the date of exercise. In the event of an Automatic Exercise of any Warrant, the Warrant Holder thereof shall be deemed to have chosen to cancel the portion of its Warrant that is equal to the number of shares determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the Close of Business on the Expiration Date. Except as set forth in Section 8, no adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Payment as aforesaid, or upon the occurrence of an Automatic Exercise, the Company shall issue and cause to be delivered with all reasonable dispatch (but in any event for less than 100 Shares within three (3) business days) to or upon the written order of the Warrant Holder and (subject to appropriate adjustment receipt of evidence of compliance with the Act and applicable state securities laws in accordance with the provisions of Section 10 of this Agreement) in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrant, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares, as of the date of the surrender of such Warrant and payment of the Exercise Payment as aforesaid, or as of the date of the Automatic Exercise; provided, however, that if, at the -------- ------- date of surrender of such Warrant and payment of such Exercise Payment, the transfer books for the Common Stock or other class of stock split recapitalization purchasable upon the exercise of such Warrant shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or similar eventafter the Expiration Date), and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided further, -------- ------- however, that the transfer books of record, unless otherwise required by law, ------- shall not be closed at any one time for a period longer than four (4) for any Warrantholder (unless less than an aggregate days. The rights of 100 Shares (subject to appropriate adjustment for any stock split, recapitalization or similar event) are then purchasable under all outstanding Warrants held purchase represented by a Warrantholder. The Warrants Warrant shall be exercisable, at the election of the WarrantholderWarrant Holder thereof, either in full or from time to time (subject to the other provisions in this Section) in part and, in the event of a certificate evidencing the Warrants that any Warrant is exercised in respect of less than all of the Shares specified therein purchasable on such exercise at any time prior to the Termination Expiration Date, a new certificate evidencing the remaining portion of the Warrant or new Warrants held by the Warrantholder will be issued by for the Company. It shall be a condition to exercise that remaining number of Shares specified in the Warrantholder execute and deliver a certificate to the Company containing the representations and covenants set forth in Section 11 hereof, which certificate must state that such representations and warranties are true and correct. If the Waiver Effective Date does not occur, then this Agreement will be terminated without further obligation by either partyWarrant or Warrants so surrendered.
Appears in 1 contract
Term of Warrants; Exercise of Warrants. Each Warrant entitles the Warrant Holder thereof to purchase one Share at a purchase price of $[ ] per Share (athe "Exercise Price") at any time from the first anniversary of the Effective Date (except as otherwise set forth herein) until 5:00 p.m., Boston time (the "Close of Business"), on the day immediately preceding the fifth anniversary of the Effective Date (the "Expiration Date"). The Exercise Price and the number of Shares issuable upon exercise of each Warrant are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the terms provisions of this Agreement, the Warrantholder each Warrant Holder shall have the right, at any time and from time to time during the period commencing on the Waiver Effective Date (which may be exercised as set forth in such term is defined in the Separation Agreement), and ending at 5:00 p.m. Dallas, Texas time, on August 31, 1999 (the "Termination Date")Warrant, to purchase from the Company up (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable Shares to which the Warrantholder may at the time be entitled to purchase pursuant to this Agreementspecified in such Warrant Holder's Warrant, upon surrender to the Company, at or its principal officeduly authorized agent, of such Warrant, with an election to purchase attached thereto in the certificate evidencing the Warrants form of Exhibit B to be exercisedthis Agreement, together with the purchase form on the reverse thereof duly filled in completed and signed, with (if requested by the Company within two business days of surrender of the Warrant with the election to purchase) signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, and upon payment to the Company of the Warrant Price (Exercise Price, as defined in and determined adjusted in accordance with the provisions of Section 8 of this Section 3 and Sections 7 and 8 hereof)Agreement, but in no event for less than 100 the number of Shares (subject to appropriate adjustment for any stock split recapitalization or similar event) for any Warrantholder (unless less than an aggregate of 100 Shares (subject to appropriate adjustment for any stock split, recapitalization or similar event) are then purchasable under all outstanding Warrants held by a Warrantholder. The Warrants shall be exercisable, at the election of the Warrantholder, either in full or from time to time (subject to the other provisions in this Section) in part and, in the event of a certificate evidencing the Warrants is exercised in respect of less than all which such Warrant is then exercised. Notwithstanding the method of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining portion of the Warrants held by the Warrantholder will be issued by the Company. It shall be a condition to exercise that the Warrantholder execute and deliver a certificate to the Company containing the representations and covenants set forth in Section 11 hereof, which certificate must state that such representations and warranties are true and correct. If the Waiver Effective Date does not occur, then this Agreement will be terminated without further obligation by either party.any Warrant
Appears in 1 contract
Term of Warrants; Exercise of Warrants. Each Warrant entitles the Warrant Holder thereof to purchase one Share at a purchase price of $[ ] per Share (athe "Exercise Price") at any time from the first anniversary of the Effective Date (except as otherwise set forth herein) until 5:00 p.m., Boston time (the "Close of Business"), on the day immediately preceding the fifth anniversary of the Effective Date (the "Expiration Date"). The Exercise Price and the number of Shares issuable upon exercise of each Warrant are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the terms provisions of this Agreement, the Warrantholder each Warrant Holder shall have the right, at any time and from time to time during the period commencing on the Waiver Effective Date (which may be exercised as set forth in such term is defined in the Separation Agreement), and ending at 5:00 p.m. Dallas, Texas time, on August 31, 1999 (the "Termination Date")Warrant, to purchase from the Company up (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable Shares to which the Warrantholder may at the time be entitled to purchase pursuant to this Agreementspecified in such Warrant Holder's Warrant, upon surrender to the Company, at or its principal officeduly authorized agent, of such Warrant, with an election to purchase attached thereto in the certificate evidencing the Warrants form of Exhibit B to be exercisedthis Agreement, together with the purchase form on the reverse thereof duly filled in completed and signed, with (if requested by the Company within two business days of surrender of the Warrant with the election to purchase) signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, and upon payment to the Company of the Warrant Price (Exercise Price, as defined in and determined adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrant is then exercised. Notwithstanding the method of exercise set forth in any Warrant (or anything to the contrary herein), in the event that the Warrant Holder thereof has not exercised such Warrant prior to the Close of Business on the Expiration Date and the current market price per share of Common Stock at the Close of Business on the Expiration Date (as determined substantially in accordance with Section 3 and Sections 7 and 8 hereof8(d), but using the closing prices or quotations, as the case may be, on such Expiration Date rather than a 30-day average) is greater than the Exercise Price, then the Warrant Holder thereof shall be deemed to have exercised such Warrant in full immediately prior to the Close of Business on the Expiration Date (an "Automatic Exercise"). Payment of the Exercise Price may be made in cash or by check payable to the order of the Company in the amount obtained by multiplying the number of Shares for which such Warrant is then being exercised by the Exercise Price then in effect (such amount, the "Exercise Payment"), except that the Warrant Holder may, at its option, elect to pay the Exercise Payment by delivering to the Company the number of shares of Common Stock determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock on the date of exercise or by canceling a portion of such Warrant that is equal to the number of shares determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the date of exercise. In the event of an Automatic Exercise of any Warrant, the Warrant Holder thereof shall be deemed to have chosen to cancel the portion of its Warrant that is equal to the number of shares determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the Close of Business on the Expiration Date. Except as set forth in Section 8, no adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Payment as aforesaid, or upon the occurrence of an Automatic Exercise, the Company shall issue and cause to be delivered with all reasonable dispatch (but in any event for less than 100 Shares within three (3) business days) to or upon the written order of the Warrant Holder and (subject to appropriate adjustment receipt of evidence of compliance with the Act and applicable state securities laws in accordance with the provisions of Section 10 of this Agreement) in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrant, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares, as of the date of the surrender of such Warrant and payment of the Exercise Payment as aforesaid, or as of the date of the Automatic Exercise; provided, however, that if, at the date of surrender of such Warrant and payment of such Exercise Payment, the transfer books for the Common Stock or other class of stock split recapitalization purchasable upon the exercise of such Warrant shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or similar eventafter the Expiration Date), and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than four (4) for any Warrantholder (unless less than an aggregate days. The rights of 100 Shares (subject to appropriate adjustment for any stock split, recapitalization or similar event) are then purchasable under all outstanding Warrants held purchase represented by a Warrantholder. The Warrants Warrant shall be exercisable, at the election of the WarrantholderWarrant Holder thereof, either in full or from time to time (subject to the other provisions in this Section) in part and, in the event of a certificate evidencing the Warrants that any Warrant is exercised in respect of less fewer than all of the Shares specified therein purchasable on such exercise at any time prior to the Termination Expiration Date, a new certificate evidencing the remaining portion of the Warrant or new Warrants held by the Warrantholder will be issued by for the Company. It shall be a condition to exercise that remaining number of Shares specified in the Warrantholder execute and deliver a certificate to the Company containing the representations and covenants set forth in Section 11 hereof, which certificate must state that such representations and warranties are true and correct. If the Waiver Effective Date does not occur, then this Agreement will be terminated without further obligation by either partyWarrant or Warrants so surrendered.
Appears in 1 contract
Term of Warrants; Exercise of Warrants. Each Warrant entitles the registered owner thereof to purchase one Share at a purchase price equal to $2.6875 per Share (a) as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price"). The Exercise Price and the Shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the terms provisions of this Agreement, the Warrantholder each Holder shall have the right, at any time and from time to time during the which may be exercised for a period commencing on the Waiver Effective Issue Date (as such term is defined in the Separation Agreement), and ending at 5:00 p.m. Dallas, Texas time, on August 31, 1999 (three years from the "Termination Issue Date"), to purchase from the Company up (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable Shares shares (rounded up to which the Warrantholder may at the time be entitled to purchase pursuant to this Agreementnearest full share) specified in such Warrants, upon surrender to the Company, at or its principal officeduly authorized agent, of the certificate evidencing the Warrants to be exercisedsuch Warrants, together with the purchase form on the reverse thereof of Election to Purchase attached thereto duly filled in completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD and upon payment to the Company of the Warrant Price (Exercise Price, as defined in and determined adjusted in accordance with the provisions of Section 8 of this Section 3 Agreement, for the number of Shares in respect of which such Warrants are then exercised. Payment of such Exercise Price may be made in cash or by certified check or official bank check payable to the order of the Company. No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and Sections 7 payment of the Exercise Price as aforesaid, the Company shall issue and 8 hereof), but cause to be delivered with all reasonable dispatch (and in no event more than three business days from the date of each such surrender and payment) to or upon the written order of the Holder of such Warrants and in such name or names as such Holder may designate, a certificate or certificates for less the number of full Shares so purchased upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of Warrants and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than 100 Shares twenty (subject to appropriate adjustment for any stock split recapitalization or similar event20) for any Warrantholder (unless less than an aggregate of 100 Shares (subject to appropriate adjustment for any stock split, recapitalization or similar event) are then purchasable under all outstanding Warrants held by a Warrantholderdays. The rights of purchase represented by the Warrants shall be exercisable, at the election of the WarrantholderHolder(s) thereof, either in full or from time to time (subject to the other provisions in this Section) in part and, in the event of a certificate evidencing the Warrants that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the Termination Dateissuable upon such exercise, a new certificate evidencing the remaining portion of the Warrant or Warrants held by the Warrantholder will be issued by for the Company. It shall be a condition to exercise that remaining number of Shares specified in the Warrantholder execute and deliver a certificate to the Company containing the representations and covenants set forth in Section 11 hereof, which certificate must state that such representations and warranties are true and correct. If the Waiver Effective Date does not occur, then this Agreement will be terminated without further obligation by either partyWarrant so surrendered.
Appears in 1 contract
Samples: Warrant Agreement (Ride Inc)
Term of Warrants; Exercise of Warrants. Each Warrant entitles the Warrant Holder thereof to purchase one Share at a purchase price of $7.80 per Share (athe "Exercise Price") at any time from the first anniversary of the Effective Date (except as otherwise set forth herein) until 5:00 p.m., Boston time (the "Close of Business"), on the day immediately preceding the fifth anniversary of the Effective Date (the "Expiration Date"). The Exercise Price and the number of Shares issuable upon exercise of each Warrant are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the terms provisions of this Agreement, the Warrantholder each Warrant Holder shall have the right, at any time and from time to time during the period commencing on the Waiver Effective Date (which may be exercised as set forth in such term is defined in the Separation Agreement), and ending at 5:00 p.m. Dallas, Texas time, on August 31, 1999 (the "Termination Date")Warrant, to purchase from the Company up (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable Shares to which the Warrantholder may at the time be entitled to purchase pursuant to this Agreementspecified in such Warrant Holder's Warrant, upon surrender to the Company, at or its principal officeduly authorized agent, of such Warrant, with an election to purchase attached thereto in the certificate evidencing the Warrants form of EXHIBIT B to be exercisedthis Agreement, together with the purchase form on the reverse thereof duly filled in completed and signed, with (if requested by the Company within two business days of surrender of the Warrant with the election to purchase) signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, and upon payment to the Company of the Warrant Price (Exercise Price, as defined in and determined adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrant is then exercised. Notwithstanding the method of exercise set forth in any Warrant (or anything to the contrary herein), in the event that the Warrant Holder thereof has not exercised such Warrant prior to the Close of Business on the Expiration Date and the current market price per share of Common Stock at the Close of Business on the Expiration Date (as determined substantially in accordance with Section 3 and Sections 7 and 8 hereof8(d), but using the closing prices or quotations, as the case may be, on such Expiration Date rather than a 30-day average) is greater than the Exercise Price, then the Warrant Holder thereof shall be deemed to have exercised such Warrant in full immediately prior to the Close of Business on the Expiration Date (an "Automatic Exercise"). Payment of the Exercise Price may be made in cash or by check payable to the order of the Company in the amount obtained by multiplying the number of Shares for which such Warrant is then being exercised by the Exercise Price then in effect (such amount, the "Exercise Payment"), except that the Warrant Holder may, at its option, elect to pay the Exercise Payment by delivering to the Company the number of shares of Common Stock determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock on the date of exercise or by canceling a portion of such Warrant that is equal to the number of shares determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the date of exercise. In the event of an Automatic Exercise of any Warrant, the Warrant Holder thereof shall be deemed to have chosen to cancel the portion of its Warrant that is equal to the number of shares determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the Close of Business on the Expiration Date. Except as set forth in Section 8, no adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Payment as aforesaid, or upon the occurrence of an Automatic Exercise, the Company shall issue and cause to be delivered with all reasonable dispatch (but in any event for less than 100 Shares within three (3) business days) to or upon the written order of the Warrant Holder and (subject to appropriate adjustment receipt of evidence of compliance with the Act and applicable state securities laws in accordance with the provisions of Section 10 of this Agreement) in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrant, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares, as of the date of the surrender of such Warrant and payment of the Exercise Payment as aforesaid, or as of the date of the Automatic Exercise; PROVIDED, HOWEVER, that if, at the date of surrender of such Warrant and payment of such Exercise Payment, the transfer books for the Common Stock or other class of stock split recapitalization purchasable upon the exercise of such Warrant shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or similar eventafter the Expiration Date), and until such date the Company shall be under no duty to deliver any certificate for such Shares; PROVIDED FURTHER, HOWEVER, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than four (4) for any Warrantholder (unless less than an aggregate days. The rights of 100 Shares (subject to appropriate adjustment for any stock split, recapitalization or similar event) are then purchasable under all outstanding Warrants held purchase represented by a Warrantholder. The Warrants Warrant shall be exercisable, at the election of the WarrantholderWarrant Holder thereof, either in full or from time to time (subject to the other provisions in this Section) in part and, in the event of a certificate evidencing the Warrants that any Warrant is exercised in respect of less fewer than all of the Shares specified therein purchasable on such exercise at any time prior to the Termination Expiration Date, a new certificate evidencing the remaining portion of the Warrant or new Warrants held by the Warrantholder will be issued by for the Company. It shall be a condition to exercise that remaining number of Shares specified in the Warrantholder execute and deliver a certificate to the Company containing the representations and covenants set forth in Section 11 hereof, which certificate must state that such representations and warranties are true and correct. If the Waiver Effective Date does not occur, then this Agreement will be terminated without further obligation by either partyWarrant or Warrants so surrendered.
Appears in 1 contract
Term of Warrants; Exercise of Warrants. Each Representatives' Warrant entitles the Warrant Holder thereof to purchase one Share at a purchase price of $10.80 per Share (athe "Exercise Price") at any time from the first anniversary of the Effective Date (except as otherwise set forth herein) until 5:00 p.m., New York City time (the "Close of Business"), on the day immediately preceding the fifth anniversary of the Effective Date (the "Expiration Date"). The Exercise Price and the Shares issuable upon exercise of each Representatives' Warrant are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the terms provisions of this Agreement, the Warrantholder each Warrant Holder shall have the right, at any time and from time to time during the period commencing on the Waiver Effective Date (which may be exercised as set forth in such term is defined in the Separation Agreement), and ending at 5:00 p.m. Dallas, Texas time, on August 31, 1999 (the "Termination Date")Representatives' Warrant, to purchase from the Company up (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable Shares to which the Warrantholder may at the time be entitled to purchase pursuant to this Agreementspecified in such Representatives' Warrant, upon surrender to the Company, at or its principal officeduly authorized agent, of the certificate evidencing the Warrants to be exercisedsuch Representatives' Warrant, together with the form of election to purchase form on the reverse thereof attached thereto duly filled in completed and signed, with (if requested by the Company within two business days of surrender of the Warrant with the election to purchase) signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, and upon payment to the Company of the Warrant Price (Exercise Price, as defined in and determined adjusted in accordance with the provisions of Section 8 of this Section 3 and Sections 7 and 8 hereofAgreement, for the number of Shares in respect of which such Representatives' Warrant is then exercised. Payment of such Exercise Price may be made in cash or by check payable to the order of the Company in the amount obtained by multiplying the number of Shares for which such Representatives' Warrant is then being exercised by the Exercise Price then in effect (such amount, the "Exercise Payment"), but except that the Warrant Holder may, at its option, elect to pay the Exercise Payment by cancelling a portion of such Representatives' Warrant that is equal to the number of shares determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the date of exercise. Except as set forth in Section 8(c), no event adjustment shall be made for less than 100 any dividends on any Shares issuable upon exercise of a Representatives' Warrant. Upon each surrender of Representatives' Warrants and payment of the Exercise Payment as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant Holder and (subject to appropriate adjustment receipt of evidence of compliance with the Act and applicable state securities laws in accordance with the provisions of Section 10 of this Agreement) in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Representatives' Warrant, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares, as of the date of the surrender of such Representatives' Warrant and payment of the Exercise Payment as aforesaid; provided, however, that if, at the date of surrender of such Representatives' Warrant and payment of such Exercise Payment, the transfer books for the Common Stock or other class of stock split recapitalization purchasable upon the exercise of such Representatives' Warrant shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or similar eventafter the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any Warrantholder (unless less one time for a period longer than an aggregate 4 days. The rights of 100 Shares (subject to appropriate adjustment for any stock split, recapitalization or similar event) are then purchasable under all outstanding Warrants held purchase represented by a Warrantholder. The Warrants Representatives' Warrant shall be exercisable, at the election of the WarrantholderWarrant Holder thereof, either in full or from time to time (subject to the other provisions in this Section) in part and, in the event of a certificate evidencing the Warrants that any Representatives' Warrant is exercised in respect of less than all of the Shares specified therein purchasable on such exercise at any time prior to the Termination Expiration Date, a new certificate evidencing the remaining portion of the Representatives' Warrant or new Representatives' Warrants held by the Warrantholder will be issued by for the Company. It shall be a condition to exercise that remaining number of Shares specified in the Warrantholder execute and deliver a certificate to the Company containing the representations and covenants set forth in Section 11 hereof, which certificate must state that such representations and warranties are true and correct. If the Waiver Effective Date does not occur, then this Agreement will be terminated without further obligation by either partyRepresentatives' Warrant or Representatives' Warrants so surrendered.
Appears in 1 contract
Samples: Warrant Agreement (Talx Corp)
Term of Warrants; Exercise of Warrants. Each Warrant entitles the -------------------------------------- Warrant Holder thereof to purchase one Share at a purchase price of $9.00 per Share (athe "Exercise Price") at any time from the first anniversary of the Effective Date (except as otherwise set forth herein) until 5:00 p.m., Boston time (the "Close of Business"), on the day immediately preceding the fifth anniversary of the Effective Date (the "Expiration Date"). The Exercise Price and the number of Shares issuable upon exercise of each Warrant are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the terms provisions of this Agreement, the Warrantholder each Warrant Holder shall have the right, at any time and from time to time during the period commencing on the Waiver Effective Date (which may be exercised as set forth in such term is defined in the Separation Agreement), and ending at 5:00 p.m. Dallas, Texas time, on August 31, 1999 (the "Termination Date")Warrant, to purchase from the Company up (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable Shares to which the Warrantholder may at the time be entitled to purchase pursuant to this Agreementspecified in such Warrant Holder's Warrant, upon surrender to the Company, at or its principal officeduly authorized agent, of such Warrant, with an election to purchase attached thereto in the certificate evidencing the Warrants form of Exhibit B to be exercised, together with the purchase form on the reverse thereof this Agreement duly filled in completed and signed, with (if --------- requested by the Company within two business days of surrender of the Warrant with the election to purchase) signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, and upon payment to the Company of the Warrant Price (Exercise Price, as defined in and determined adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrant is then exercised. Notwithstanding the method of exercise set forth in any Warrant (or anything to the contrary herein), in the event that the Warrant Holder thereof has not exercised such Warrant prior to the Close of Business on the Expiration Date and the current market price per share of Common Stock at the Close of Business on the Expiration Date (as determined substantially in accordance with Section 3 and Sections 7 and 8 hereof8(d), but using the closing prices or quotations, as the case may be, on such Expiration Date rather than a 30-day average) is greater than the Exercise Price, then the Warrant Holder thereof shall be deemed to have exercised such Warrant in full immediately prior to the Close of Business on the Expiration Date (an "Automatic Exercise"). Payment of the Exercise Price may be made in cash or by check payable to the order of the Company in the amount obtained by multiplying the number of Shares for which such Warrant is then being exercised by the Exercise Price then in effect (such amount, the "Exercise Payment"), except that the Warrant Holder may, at its option, elect to pay the Exercise Payment by delivering to the Company the number of shares of Common Stock determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock on the date of exercise or by cancelling a portion of such Warrant that is equal to the number of shares determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the date of exercise. In the event of an Automatic Exercise of any Warrant, the Warrant Holder thereof shall be deemed to have chosen to cancel the portion of its Warrant that is equal to the number of shares determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the Close of Business on the Expiration Date. Except as set forth in Section 8, no adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Payment as aforesaid, or upon the occurrence of an Automatic Exercise, the Company shall issue and cause to be delivered with all reasonable dispatch (but in any event for less than 100 Shares within three (3) business days) to or upon the written order of the Warrant Holder and (subject to appropriate adjustment receipt of evidence of compliance with the Act and applicable state securities laws in accordance with the provisions of Section 10 of this Agreement) in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrant, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares, as of the date of the surrender of such Warrant and payment of the Exercise Payment as aforesaid, or as of the date of the Automatic Exercise; provided, however, that if, at the date of surrender -------- ------- of such Warrant and payment of such Exercise Payment, the transfer books for the Common Stock or other class of stock split recapitalization purchasable upon the exercise of such Warrant shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or similar eventafter the Expiration Date), and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided further, however, that -------- ------- ------- the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than four (4) for any Warrantholder (unless less than an aggregate days. The rights of 100 Shares (subject to appropriate adjustment for any stock split, recapitalization or similar event) are then purchasable under all outstanding Warrants held purchase represented by a Warrantholder. The Warrants Warrant shall be exercisable, at the election of the WarrantholderWarrant Holder thereof, either in full or from time to time (subject to the other provisions in this Section) in part and, in the event of a certificate evidencing the Warrants that any Warrant is exercised in respect of less than all of the Shares specified therein purchasable on such exercise at any time prior to the Termination Expiration Date, a new certificate evidencing the remaining portion of the Warrant or new Warrants held by the Warrantholder will be issued by for the Company. It shall be a condition to exercise that remaining number of Shares specified in the Warrantholder execute and deliver a certificate to the Company containing the representations and covenants set forth in Section 11 hereof, which certificate must state that such representations and warranties are true and correct. If the Waiver Effective Date does not occur, then this Agreement will be terminated without further obligation by either partyWarrant or Warrants so surrendered.
Appears in 1 contract
Term of Warrants; Exercise of Warrants. Each Representatives' Warrant entitles the Warrant Holder thereof to purchase one Share at a purchase price of $[120% OF IPO PRICE] per Share (athe "Exercise Price") at any time from the first anniversary of the Effective Date (except as otherwise set forth herein) until 5:00 p.m., New York City time (the "Close of Business"), on the day immediately preceding the fifth anniversary of the Effective Date (the "Expiration Date"). The Exercise Price and the Shares issuable upon exercise of each Representatives' Warrant are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the terms provisions of this Agreement, the Warrantholder each Warrant Holder shall have the right, at any time and from time to time during the period commencing on the Waiver Effective Date (which may be exercised as set forth in such term is defined in the Separation Agreement), and ending at 5:00 p.m. Dallas, Texas time, on August 31, 1999 (the "Termination Date")Representatives' Warrant, to purchase from the Company up (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable Shares to which the Warrantholder may at the time be entitled to purchase pursuant to this Agreementspecified in such Representatives' Warrant, upon surrender to the Company, at or its principal officeduly authorized agent, of the certificate evidencing the Warrants to be exercisedsuch Representatives' Warrant, together with the form of election to purchase form on the reverse thereof attached thereto duly filled in completed and signed, with (if requested by the Company within two business days of surrender of the Warrant with the election to purchase) signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, and upon payment to the Company of the Warrant Price (Exercise Price, as defined in and determined adjusted in accordance with the provisions of Section 8 of this Section 3 and Sections 7 and 8 hereofAgreement, for the number of Shares in respect of which such Representatives' Warrant is then exercised. Payment of such Exercise Price may be made in cash or by check payable to the order of the Company in the amount obtained by multiplying the number of Shares for which such Representatives' Warrant is then being exercised by the Exercise Price then in effect (such amount, the "Exercise Payment"), but except that the Warrant Holder may, at its option, elect to pay the Exercise Payment by cancelling a portion of such Representatives' Warrant that is equal to the number of shares determined by dividing the Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the date of exercise. Except as set forth in Section 8(c), no event adjustment shall be made for less than 100 any dividends on any Shares issuable upon exercise of a Representatives' Warrant. Upon each surrender of Representatives' Warrants and payment of the Exercise Payment as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant Holder and (subject to appropriate adjustment receipt of evidence of compliance with the Act in accordance with the provisions of Section 10 of this Agreement) in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Representatives' Warrant, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares, as of the date of the surrender of such Representatives' Warrant and payment of the Exercise Payment as aforesaid; provided, however, that if, at the date of surrender of such Representatives' Warrant and payment of such Exercise Payment, the transfer books for the Common Stock or other class of stock split recapitalization purchasable upon the exercise of such Representatives' Warrant shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or similar eventafter the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any Warrantholder (unless less one time for a period longer than an aggregate 4 days. The rights of 100 Shares (subject to appropriate adjustment for any stock split, recapitalization or similar event) are then purchasable under all outstanding Warrants held purchase represented by a Warrantholder. The Warrants Representatives' Warrant shall be exercisable, at the election of the WarrantholderWarrant Holder thereof, either in full or from time to time (subject to the other provisions in this Section) in part and, in the event of a certificate evidencing the Warrants that any Representatives' Warrant is exercised in respect of less than all of the Shares specified therein purchasable on such exercise at any time prior to the Termination Expiration Date, a new certificate evidencing the remaining portion of the Representatives' Warrant or new Representatives' Warrants held by the Warrantholder will be issued by for the Company. It shall be a condition to exercise that remaining number of Shares specified in the Warrantholder execute and deliver a certificate to the Company containing the representations and covenants set forth in Section 11 hereof, which certificate must state that such representations and warranties are true and correct. If the Waiver Effective Date does not occur, then this Agreement will be terminated without further obligation by either partyRepresentatives' Warrant or Representatives' Warrants so surrendered.
Appears in 1 contract
Samples: Warrant Agreement (Talx Corp)
