Terms and Exercise of Warrants. (a) Subject to the terms of this Agreement, the Warrants shall be exercisable and each Holder shall have the right, which may be exercised at any time from and including October 1, 2009 and prior to or on November 30, 2009 (the “Expiration Date”), unless extended or accelerated per Section 2(c) below, to purchase from the Bank the number of Shares which the Holder may at the time be entitled to purchase on exercise of such Warrants, as identified on the Master Warrant Certificate. The Bank shall provide each Holder with a warrant exercise form (the "Exercise Form") prior to or contemporaneous with the commencement of the warrant exercise period.
(b) Warrants may only be exercised for the purchase of whole Shares. Warrants may be exercised upon delivery to the Bank of a completed Exercise Form and upon payment to the Bank of the Warrant Exercise Price (as defined herein), for the number of Shares in respect of which such Warrants are then exercised. Payment of the aggregate Warrant Exercise Price shall be made by certified or official bank check, wire transfer or debit from an account at the Bank. Upon such delivery of the Exercise Form and payment of the Warrant Exercise Price as aforesaid, the Bank shall issue and cause to be delivered as promptly as possible to or upon the written order of the Holder, and in such name or names as the Holder may designate, a certificate or certificates for 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 delivery of the Exercise Form and payment of the Warrant Exercise Price, as aforesaid.
(c) The Bank may accelerate or extend the Expiration Date at any time, in its discretion to a date not earlier than 60 days following mailing of notice. Notice of the acceleration or extension, as applicable, shall contain the accelerated Expiration Date (the “Accelerated Expiration Date”) or the extended Expiration date (the "Extended Expiration Date"), as applicable.
Terms and Exercise of Warrants. 4
3.1 Warrant Price 4 3.2 Duration of Warrants 4 3.3 Exercise of Warrants 4
3.4 No Net Cash Settlement 6 3.5 Cashless Exercise 6
Terms and Exercise of Warrants. A Warrant may be exercised, subject to the terms and conditions therein, upon surrender to the Company at the principal corporate trust office of the Warrant Agent, which is currently located at the address listed in Section 12 hereof. The Warrant Agent may assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its corporate trust office, which is currently located at the address listed in Section 12 hereof.
Terms and Exercise of Warrants. Notwithstanding anything herein to the contrary, the terms and provisions of the Warrants shall govern the method of exercise, registration, transfers and exchanges and all other terms and provisions of the Warrants.
Terms and Exercise of Warrants. Section 3.1 of the Existing Warrant Agreement is hereby amended and restated in its entirety as follows:
Terms and Exercise of Warrants. Sections 3.1
Terms and Exercise of Warrants. This Section 3 applies only to the Warrants, except for Sections 3.3.3, 3.3.4, 3.3.6, 3.3.7, 3.3.9, 3.4, and 3.6, which apply to both the Pre-Funded Warrants and the Warrants.
Terms and Exercise of Warrants. Each Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), entitle the registered holder thereof, subject to the provisions of such Warrant and of this Agreement, to subscribe for the number of newly issued fully paid ordinary shares in the capital of the Company (“Shares”) stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement refers to the price per share at which the Shares may be subscribed at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days; provided, that the Company shall provide at least twenty (20) days’ prior written notice of such reduction to registered holders of the Warrants and, provided further that any such reduction shall be applied consistently to all of the Warrants.”
Terms and Exercise of Warrants. 2.1. Each Warrant entitles the registered owner thereof to purchase one share of Common Stock (subject to adjustment as set forth herein) at any time from 10:00 a.m., California time, on __________, 1999 (the "INITIATION DATE") until 6:00 p.m., California time, on __________, 2004 (the "EXPIRATION DATE") at an exercise price of $ ________ (subject to adjustment as set forth herein) (the "WARRANT PRICE"). Subject to the provision of this Agreement, each registered Holder (as defined below) of Warrants shall have the right to exercise the Warrants and purchase the Warrant Shares, either in their entirety or from time to time, effective as of any date specified by the Holder from and after the Initiation Date and on or before the Expiration Date in the manner set forth in the Warrant Certificate. Payment of the aggregate Warrant Price for all Warrant Shares for which Warrants are exercised shall be made, in the discretion of the Holder, in cash or by certified or official bank check or by net issuance, or a combination thereof. Exercise by net issuance shall be effected without payment by the Holder of any cash or other consideration by the Company's withholding from the Warrant Shares that would otherwise by issued upon exercise if the exercise price were paid in cash, that number of Warrant Shares which, when multiplied by the Closing Price for the day immediately preceding the date of exercise, equals the aggregate Warrant Price for the Warrants so exercised.
2.2. Notwithstanding the foregoing, if at 6:00 p.m., California time on the Expiration Date, any Holder of Warrants has not exercised its Warrants and has not notified the Company that it waives automatic issuance pursuant to this Section 2.1, then all such unexercised Warrants shall be automatically converted into a number of shares of Common Stock of the Company equal to: (A) the number of shares of Common Stock then issuable upon exercise of all such unexercised Warrants minus (B) a number of shares of Common Stock equal to the quotient obtained by dividing the aggregate Warrant Price for all such unexercised Warrants by the Closing Price (as defined in Section 11.1(c) below) for the Common Stock on the Expiration Date.
2.3. Upon exercise of Warrants and payment of the applicable Warrant Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered Holder of such Warrants and in such name or names as such registered Holder may d...
