Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d)), each Warrant holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Time, on November , 2014 (the “Expiration Date”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrant and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In addition, prior to the delivery of any Warrant Shares that the Company shall be obligated to deliver upon proper exercise of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by: (i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and (ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and (iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”. (b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 3 contracts
Samples: Warrant Agreement (Lear Corp), Warrant Agreement (Lear Corp), Warrant Agreement (Lear Corp)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period date of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price original issuance of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal Warrant certificates pursuant to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) of this Agreement and (y) ending at prior to 5:00 p.m. New York City Time, city time on November , 2014 the tenth anniversary thereof (the “"Expiration Date”"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price (as herein defined) then in effect for such Warrant Shares. In addition; provided, prior however, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless at the delivery time of any Warrant Shares exercise the Registration Statement is effective under the Act, and no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC; and provided, further, that if the Company shall be obligated to deliver upon proper exercise of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by or a holder who holds Book-Entry of Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date reasonably believes (as defined below), such Warrants evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by book-entry transfer through notice from the facilities Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the Depository, if such Warrants are represented by a Global holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each Warrant Certificate; and
(iii) paying not exercised prior to the applicable aggregate Exercise Price for Expiration Date shall become void and all Warrants being exercised (the “Exercise Amount”), together with rights thereunder and all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes rights in respect thereof under this Warrant Agreement shall cease as the “Settlement Date”of such time.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 3 contracts
Samples: Warrant Agreement (NTL Inc /De/), Warrant Agreement (NTL Inc /De/), Warrant Agreement (NTL Inc /De/)
Terms of Warrants; Exercise of Warrants. Each Adelphi Warrant entitles the registered owner thereof to purchase one share of Common Stock (aas adjusted), at a purchase price per share of $2.72 (the "Exercise Price") at any time from the first anniversary of the effective date of the Registration Statement relating to such initial public offering until 5:00 p.m. New York City time, on the date six years from the effective date of such Registration Statement, (the "Expiration Date"). The Exercise Price and the shares of Common Stock issuable upon exercise of Adelphi Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 6 of this Agreement. Subject to the terms provisions of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder shall have the right, which may be exercised at any time, and from time to time, as set forth in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Time, on November , 2014 (the “Expiration Date”)Adelphi Warrants, to exercise each Warrant and receive purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable shares of Common Stock specified in agent, of such Adelphi Warrants, with the form of election to agent, of such Adelphi Warrants, with the form of election to purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 6 of this Agreement, for the number of Warrant Shares in respect of which such Adelphi Warrants are then exercised. Payment of such Exercise Price may be made in cash or by check payable to the holder may at order of the time company. No adjustment shall be entitled to receive made for any dividends on any shares of stock issuable upon exercise of such Warrant an Adelphi Warrant. Upon each surrender of Adelphi Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In addition, prior to the delivery of any Warrant Shares that the Company shall be obligated to deliver upon proper exercise of the Warrantsas aforesaid, the Company shall comply issue and cause to be delivered with all applicable federal and state laws, rules and regulations which require action reasonable dispatch to be taken by or upon the Company. Subject to written order of the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice Holder of such election Adelphi Warrants and (subject to receipt of evidence of compliance with the “Warrant Exercise Notice”provisions of Section 9 of this Agreement) to exercise in such name or names as such Holder may designate, a certificate or certificates for the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in the form number of an election to purchase full Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by so purchased upon the holder; provided that exercise of such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”)Adelphi Warrants, together with all applicable taxes cash, as provided in Section 7 of this Agreement, in respect of any fractional Warrant Shares otherwise issuable upon surrender. Such certificate or certificates shall be deemed to have been issued and chargesany person so designated to be named therein shall be deemed to have become the holder of record of such Warrant Shares as of the date of the surrender of such Adelphi Warrants and payment of the exercise Price as aforesaid. The date three business days after rights of purchase represented by Adelphi Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part and, if and Adelphi Warrant is exercised in respect of less than all of the Warrant Shares purchasable on such exercise, a new Adelphi Warrant Exercise Notice is delivered is referred to or Adelphi Warrants shall be issued for all purposes under this the remaining number of Warrant Agreement as Shares specified in the “Settlement Date”Adelphi Warrant so surrendered.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 2 contracts
Samples: Warrant Agreement (Educational Video Conferencing Inc), Warrant Agreement (Educational Video Conferencing Inc)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on or after the business day Exercisability Date (as defined below) immediately following a period of 30 consecutive Trading Days ending prior toand until 5:00 p.m., but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime, on November , 2014 the six-month anniversary of the Exercisability Date (the “"Expiration Date”"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price (as defined below) then in effect for such Warrant Shares together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof. If the Exercisability Date is on or prior to March 31, 2002, the Holders shall then be entitled to receive from the Company (on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In addition) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 20,713,968 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 1.153846 Warrant Shares)/2/ in the event the Adjustment Event (as defined in the Merger Agreement) has not occurred prior to the delivery of any Exercisability Date or (b) 17,952,106 Warrant Shares that the Company shall be obligated to deliver upon proper exercise of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in the form of an election to purchase aggregate) (with each Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants being exercisable for 1.000000 Warrant Shares)/3/ in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on event the business day immediately Adjustment Event has occurred prior to the applicable Settlement Exercisability Date. If the Exercisability Date is after March 31, 2002 and on or prior to September 30, 2002, the Holder shall then be entitled to receive from the Company (as defined below), on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 11,378,095 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.633803 Warrant Shares)/4/ in the event the Adjustment Event has not occurred prior to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”.
Exercisability Date or (b) For purposes of this Section 8, 9,792,058 Warrant Shares (in the following terms shall have the meanings set forth below:aggregate) (with each --------
Appears in 2 contracts
Samples: Warrant Agreement (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc)
Terms of Warrants; Exercise of Warrants. (a) Subject to the --------------------------------------- terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder shall have the right, which may be exercised commencing at any time, and from time to time, in whole or in part, during the period (x) commencing opening of business on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior toExercisability Date and until 5:00 p.m., but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime, on November , 2014 (the “Expiration Date”), Date to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. In additionSubject to the provisions of the following paragraph of this Section 8, each Warrant not exercised prior to 5:00 p.m., New York City time, on the delivery Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of any Warrant Shares that the Company shall such time. No adjustments as to dividends will be obligated to deliver made upon proper exercise of the Warrants, the . The Company shall comply with all applicable federal give notice not less than 90, and state lawsnot more than 120, rules and regulations which require action to be taken by the Company. Subject days prior to the terms and conditions set forth herein, Expiration Date to the holder may exercise the Warrants by:
(i) providing written notice Holders of such election (the “Warrant Exercise Notice”) to exercise the all then outstanding Warrants to the Company effect that the Warrants will terminate and the Warrant Agent no later than become void as of 5:00 p.m. p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, which the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant Exercise Notice shall may be in exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly on the reverse thereof duly completed and executed by the holder; provided that such written notice may only signed, which signature shall be submitted guaranteed by a holder who holds Book-Entry Warrants bank or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by trust company having an office or through persons that are direct participants correspondent in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:United States or a
Appears in 2 contracts
Samples: Warrant Agreement (Covad Communications Group Inc), Warrant Agreement (Covad Communications Group Inc)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder of Warrants shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on or after the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior toIssue Date and until 5:00 p.m., but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime, on November , 2014 (the “Expiration Date”), to exercise each Warrant and receive from the Company upon the delivery of written notice, which may be provided via e-mail or facsimile, the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price then in effect (as defined below) for such Warrant Shares. In addition, Each Warrant not exercised prior to 5:00 p.m., New York City time, on the delivery Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Except as may be set forth in Section 12, no adjustments in respect of dividends, interest or other income on or from any Warrant Share (or any other securities, property or other consideration for which a Warrant may become exercisable in accordance with this Agreement) will be made during the term of a Warrant or upon exercise of a Warrant. The price per share at which Warrant Shares that shall be purchasable upon exercise of Warrants (the “Exercise Price”) shall be equal to $4.19, subject to adjustment pursuant to Section 12. A Warrant may be exercised upon surrender at the office or agency of the Company maintained for such purpose, which initially will be the principal office of the Warrant Agent at Xxxxx Fargo Shareowner Services, 0000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxxxx, XX 00000 of the Warrant Certificate or Certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof (the “Election to Exercise”) properly completed and signed, which signature shall be obligated to deliver upon proper exercise guaranteed in accordance with the provisions set forth in the Warrant Certificate, together with payment of the WarrantsExercise Price. Payment of the Exercise Price shall be made in cash in United States dollars, the Company shall comply with all applicable federal and state laws, rules and regulations which require action by certified or official bank check or by wire transfer of immediately available funds to be taken an account designated in writing by the Company. Subject Upon surrender of a Warrant Certificate representing more than one Warrant, the number of shares of Common Stock deliverable shall be equal to the terms and conditions set forth hereinnumber of shares of the Company’s Common Stock issuable in respect of those Warrants that the Holder specifies are to be exercised. All provisions of this Agreement are applicable with respect to an exercise of a Warrant Certificate for less than the full number of Warrants represented thereby. Upon exercise of one or more Warrants represented by Warrant Certificates, the holder may Warrant Agent shall make an entry in the Warrant Register to reflect such exercise and, upon such entry, such exercised Warrants shall no longer be deemed to be outstanding or valid or obligatory for any purpose, other than with respect to the right of the Holder to receive the Warrant Shares and other amounts, if any, due upon exercise. The “Exercise Date” for a Warrant shall be the date when all of the items referred to in the immediately preceding paragraph are received by the Warrant Agent prior to 5:00 p.m., New York City time, on a Business Day and the exercise of the Warrants by:
(i) providing written notice will be effective as of such election (Exercise Date. If any items referred to in such paragraph are received after 5:00 p.m., New York City time, on a Business Day, the “Warrant Exercise Notice”) to exercise of the Warrants to which such item relates will be effective on the Company and next succeeding Business Day. In the case of an exercise of Warrants on the Expiration Date, if all of the items referred to in such paragraph are received by the Warrant Agent no later than at or prior to 5:00 p.m. p.m., New York City time, on the Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date. As soon as practicable after each Exercise Date for a Warrant, and in any event within three Trading Days after the Exercise Date, subject to the provisions of Section 6 hereof, the Company shall issue and cause to be delivered 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 Warrant Exercise Notice Shares issuable 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 Warrant Shares as of the Exercise Date. At the election of the Company with the consent of the holder of record of the relevant Warrant Shares, Warrant Shares may initially be issued in global form (the “Global Shares”). Such Global Shares shall represent such of the outstanding Warrant Shares as shall be specified therein and each Global Share shall provide that it represents the aggregate amount of outstanding Warrant Shares from time to time endorsed thereon and that the aggregate amount of outstanding Warrant Shares represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Share to reflect any increase or decrease in the form amount of an election to purchase outstanding Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed represented thereby shall be made by the holder; provided registrar for the Warrant Shares. Each Warrant shall be exercisable only in whole. In the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrants evidenced thereby at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to this Agreement, and the Company, whenever required by the Warrant Agent, will promptly supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such written notice may purpose. Holders of Warrants will be able to exercise their Warrants only be submitted by a holder who holds Book-Entry if the exercise of such Warrants is exempt from the registration requirements of the Securities Act, and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various Holders of Warrants or (y) in Exhibit B-2 hereto, properly completed and executed other persons to whom it is proposed that Warrant Shares be issued on exercise of the Warrants reside. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the holder; provided that Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner consistent with the Warrant Agent’s customary procedure for such written notice may only be submitted disposal and in a manner reasonably satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants held through exercised. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the Holders during normal business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to hours at its office. The Company shall supply the Warrant Agent by book-entry transfer through the facilities from time to time with such numbers of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under copies of this Warrant Agreement as the “Settlement Date”Warrant Agent may request.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 2 contracts
Samples: Warrant Agreement, Warrant Agreement (Lee Enterprises, Inc)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitationAgreement, Section 12(d))and compliance with any applicable law, each Warrant holder the registered Holder shall have the right, which until 5:00 p.m., New York City time on the Expiration Date to exercise each Warrant for fully paid and non-assessable Common Share(s) of the Company upon the exercise of each Warrant and payment of the Exercise Price (as hereinafter defined) then in effect. A Warrant may be exercised upon surrender to the Company at any timethe principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and from time upon payment to timethe Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in whole respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made in cash or in partby certified or official bank check, during payable to the period (x) commencing order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not includingnet basis, such business day during which that without the Closing exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. For purposes of the foregoing sentence, “fair market value” of the Warrant Shares shall be the Current Market Price of the Common Stock for at least 20 Warrant Shares on the date immediately preceding the date of payment of the Trading Days within such 30-Exercise Price as determined by the procedures set forth in Section 11(e). The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Warrant Agreement and the procedures of the Depositary therefor. If on the day period which is equal 60 days prior to or the Expiration Date, the Current Market Price of one Common Share is greater than $39.63 the Exercise Price, the Company shall within 5 business days thereafter cause to be given to the Warrant Agent and cause the Warrant Agent to give to each Holder written notice stating that on the Expiration Date the Warrants will be deemed to have been exercised by the Holder pursuant to the net exercise provisions of this Section 7 and the Company will, in accordance with this Section 7, issue and cause to be delivered to such Holder a certificate or certificates for the full number of Warrant Shares issuable upon such exercise, as calculated in accordance with this Section 7, unless the Holder elects, by written notice provided to the Company no less than 5 business days before the Expiration Date, to have those Warrants held by it not exercised, in which case such Warrants shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time. The Company, in its sole discretion, may require any Holder to surrender the Warrants. Subject to the provisions of Section 8 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates for the appropriate number of Warrant Shares or, if required by this Warrant Agreement, other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as adjusted may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 13. Any such certificate or certificates representing the Warrant Shares 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 such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be immediately exercisable, at the election of the Holders thereof, either in full or from time to time in accordance with part and, in the terms hereof, event that a certificate evidencing Warrants is exercised in respect of fewer than all of the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Time, on November , 2014 (the “Expiration Date”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may issuable on such exercise at the any time be entitled to receive on exercise of such Warrant and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In addition, prior to the delivery date of any Warrant Shares that the Company shall be obligated to deliver upon proper exercise expiration of the Warrants, a new certificate evidencing the Company shall comply with all applicable federal and state lawsremaining Warrant or Warrants will be issued, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City timeis hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Expiration Date, which Company for such purpose. All Warrant Exercise Notice Certificates surrendered upon exercise of Warrants shall be in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed cancelled by the holder; provided that such written notice may only Warrant Agent. Such cancelled Warrant Certificates shall then be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed disposed of by the holder; provided that such written notice may only be submitted Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior exercised and concurrently pay to the applicable Settlement Date (as defined below), such Warrants to Company all monies received by the Warrant Agent by book-entry transfer for the purchase of the Warrant Shares through the facilities exercise of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and chargesWarrants. The date three Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business days after a hours at its office. The Company shall supply the Warrant Exercise Notice is delivered is referred Agent from time to for all purposes under time with such numbers of copies of this Warrant Agreement as the “Settlement Date”Warrant Agent may request.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 2 contracts
Samples: Warrant Agreement (Abovenet Inc), Warrant Agreement (Abovenet Inc)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder shall have the right, which may be exercised at any time, and from time on or after the date of the occurrence of the earliest of: (i) immediately prior to time, in whole or in part, during the period (x) commencing on the business day occurrence of a Change of Control (as defined belowin the Indenture, dated as of August 15, 1997 (the "Indenture"), between the Company and Xxxxxx Trust and Savings Bank, as Trustee, with respect to the Company's 14 5/8% Senior Discount Notes due 2004 (the "Senior Notes")); (ii) immediately the 60th day (or such earlier date as determined by the Company in its sole discretion) following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 Public Equity Offering (as adjusted from time to time defined in accordance with the terms hereofIndenture); or (iii) February 15, the “Trigger Price”1998 (each, an "Exercise Event") and (y) ending at 5:00 p.m. New York City Timeon or prior to the close of business on August 15, on November , 2014 2004 (the “"Expiration Date”), ") to exercise each Warrant Warrants and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price for such Warrant Shares; provided that upon any such exercise no holder shall be entitled to sell or transfer such holder's Warrants Shares at any time unless, at the time of such sale or transfer, (i) a registration statement under the Securities Act covering the offer and sale of the Warrant Shares has been filed with, and declared effective by, the Securities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the offer and sale of the Warrant Shares to the Warrant holder are exempt from registration under the Securities Act and the holder of the Warrants, if so requested by the Company, has delivered to the Company an opinion of counsel to such effect. Each Warrant, when exercised, will entitle the holder thereof to purchase one (1) fully paid and nonassessable share of Class A Common Stock at the Exercise Price. The Number of Shares is subject to adjustment under certain circumstances as provided herein by Section 15. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. A Warrant may be exercised at any time on or after the occurrence of an Exercise Event at the election of the holder thereof, either in full or from time to time in part (in whole shares) upon surrender to the Company at the principal office of the Warrant Agent of the Warrant Certificate or Certificates to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by an "eligible guarantor" as defined in the regulations promulgated under the Exchange Act and upon payment to the Warrant Agent for the account of the Company of the Exercise Price, as adjusted as herein provided, for each Warrant then exercised. Payment of the aggregate Exercise Price shall be made in the form of cash or a certified or official bank or bank cashier's check payable to the order of the Company. Subject to the provisions of Section 10 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of whole Warrant Shares issuable upon the exercise of such Warrants together with any cash which may be payable as provided in Section 17 hereof. 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 Warrants and payment of the aggregate Exercise Price then Price. No fractional shares shall be issued upon exercise of any Warrants in effect for such Warrant Sharesaccordance with Section 17 hereof. In addition, the event that a Warrant Certificate is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the delivery of any Expiration Date, a new Warrant Shares that Certificate evidencing the Company shall remaining Warrant or Warrants will be obligated to deliver upon proper exercise of the Warrantsissued, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City timeis hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Expiration Date, which Company for such purpose. All Warrant Exercise Notice Certificates surrendered upon exercise of Warrants shall be in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed canceled by the holder; provided that such written notice may only Warrant Agent. Such canceled Warrant Certificates shall then be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed disposed of by the holder; provided that such written notice may only be submitted Company in accordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior exercised and concurrently pay to the applicable Settlement Date (as defined below), such Warrants to Company all monies received by the Warrant Agent by book-entry transfer for the purchase of the Warrant Shares through the facilities exercise of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and chargesWarrants. The date three Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Warrant holders during normal business days after a hours at its office. The Company shall supply the Warrant Exercise Notice is delivered is referred Agent from time to for all purposes under time with such numbers of copies of this Warrant Agreement as the “Settlement Date”Warrant Agent may request.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitationAgreement, Section 12(d)), each the Warrant holder shall have the right, which may be exercised commencing at any timethe opening of business on January 30, 1998 and from until 5:00 p.m., Pacific time on January 29, 2001 to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Time, on November , 2014 (the “Expiration Date”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the Warrant holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In additionthe alternative, the Warrant holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate current market price at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant holder. For purposes of the foregoing sentence, "current market price" of the Warrant Shares will be determined in the manner set forth in Section 10(d) hereof. Each Warrant not exercised prior to 5:00 p.m., Pacific time, on January 29, 2001 shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the delivery Warrants. A Warrant may be exercised upon surrender to the Company at its principal office of any the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Company of the exercise price (the "Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company, or (ii) in the manner provided in the first paragraph of this Section 5. Upon such surrender of Warrants and payment of the Exercise Price the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder and in such name or names as the holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 11; provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be obligated made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to deliver be delivered the full number of Warrant Shares issuable upon proper the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 11. 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 Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the Company remaining Warrant or Warrants will be issued pursuant to the provisions of this Section. All Warrant Certificates surrendered upon exercise of Warrants shall comply with all applicable federal and state laws, rules and regulations which require action to be taken cancelled by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice Such cancelled Warrant Certificates shall then be disposed of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”Company.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder shall have the right, which may be exercised at any time, time and from time to time, in whole or in part, time during the period (x) commencing on the business day (as defined below) immediately following a period date of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price issuance of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal Warrants and ending immediately prior to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof5:00 p.m., the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime, on November October 29, 2014 2007 (the “Expiration Date”"Exercise Period"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable non-assessable Warrant Shares which the holder Holder may at the time be entitled to receive on upon exercise of such Warrant and Warrants upon payment of $5.114 per share of Common Stock, as adjusted from time to time in accordance with Section 7 (the aggregate "Exercise Price then Price"), in effect for such Warrant Shares. In additioncash, prior by wire transfer or by certified or official bank check payable to the delivery order of any Warrant Shares the Company; provided that the Company Holders holding Warrants shall be obligated able to deliver upon proper exercise their Warrants only in accordance with the procedures set forth in this Agreement and the Warrant Certificate and only if (i) a registration statement relating to the exercise of the WarrantsWarrants and issuance of the Warrant Shares upon such exercise is then effective under the Securities Act of 1933, as amended (the Company shall comply with all "Securities Act"), or (ii) the exercise of such Warrants and the issuance of the Warrant Shares upon such exercise is exempt from the registration requirements of the Securities Act and such Warrant Shares are qualified for sale or exempt from registration or qualification under the applicable federal and state laws, rules and regulations securities laws of the states in which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise various Holders of the Warrants by:
(i) providing written notice or other Persons to whom it is proposed that such Warrant Shares be issued upon exercise of such election (the “Warrant Exercise Notice”) to exercise the Warrants reside. Each Warrant not exercised prior to the Company and the Warrant Agent no later than 5:00 p.m. p.m., New York City time, on October 29, 2007 (the "Expiration Date, which Warrant Exercise Notice ") shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends shall be in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities made upon exercise of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”Warrants.
(b) For purposes In order to exercise all or any of the Warrants, the Holder thereof must deliver to the Warrant Agent at its office set forth in Section 11 (i) the Warrant Certificate (in the case of Definitive Warrants), (ii) the form of election to purchase on the reverse thereof duly and properly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and (iii) payment to the Warrant Agent for the account of the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised, as provided in Section 3(a).
(c) If, at the time of the surrender of a beneficial interest in any Restricted Global Warrant or a Restricted Definitive Warrant in connection with any exercise of such Warrant, such exercise and the issuance of the Warrant Shares issuable upon such exercise shall not be registered under the Securities Act, it shall be a condition to such exercise and the issuance of such Warrant Shares that (i) the Holder of such Warrant furnish to the Company an investment letter substantially in the form of Exhibit B hereto and (ii) the Holder or each other Person to whom it is proposed that such Warrant Shares be issued qualify as an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act. The Company may waive compliance with such condition, in whole or in part, in its sole discretion.
(d) Subject to the provisions of Section 10, upon specific written instruction from the Company, the Warrant Agent shall deliver or cause to be delivered with all reasonable dispatch, in such name or names as the Holder may designate in writing, a certificate or certificates for the number of whole Warrant Shares issuable upon exercise of the Warrants delivered by the Holder for exercise. 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 Warrants and payment of the Exercise Price.
(e) The Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part, provided that Warrants may not be exercised by any Holder for an amount less than 100 Warrant Shares unless such Holder only owns, in the aggregate, such lesser amount. If fewer than all the Warrants represented by a Warrant Certificate are exercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not exercised shall be executed by the Company and delivered to the Warrant Agent and, upon written notice thereof from the Company, the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive such new Warrant Certificate (as specified in writing by the Company).
(f) All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled 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.
(g) The Warrant Agent shall keep copies of this Section 8, Agreement and any notices given or received hereunder available for inspection by the following terms Holders during normal business hours at its office. The Company shall have supply the meanings set forth below:Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may reasonably request.
Appears in 1 contract
Samples: Warrant Agreement (Itc Deltacom Inc)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, and the last paragraph of this Section 12(d))6 in particular, each Warrant holder Holder shall have the right, which may be exercised at any time, time and from time to time, in whole or in part, during the period (x) commencing on the business fifteenth (15th) day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which after the Closing Price second anniversary of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) Issue Date and (y) ending at 5:00 p.m. New York City Time4:00 p.m., Dallas, Texas time, on November , 2014 (the “Expiration Date”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In addition, prior to the delivery of any Warrant Shares that the Company shall be obligated to deliver upon proper exercise of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth hereinprovisions of the following paragraph of this Section 6, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “each Warrant Exercise Notice”) not exercised prior to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City 4:00 p.m., Dallas, Texas time, on the Expiration Date, which Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. A Warrant Exercise Notice shall may be in exercised upon surrender to the Company of the certificate or certificates evidencing the Warrant to be exercised with the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, on the reverse thereof properly completed and executed signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 heretoHolder for the Warrant Shares being issued, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City timeby any Holder to whom the Company is indebted, on the business day immediately prior by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the applicable Settlement Date (as defined below), such Warrants date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Agent by book-entry transfer through the facilities of the DepositoryShares being issued, if such Warrants are represented by a Global Warrant Certificate; and
or (iii) paying by a combination of the applicable aggregate Exercise Price for all Warrants being exercised procedures in clauses (the “Exercise Amount”i) and (ii), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”.
(b) For purposes of this Section 8the foregoing sentence, "fair market value" of the following terms Warrant Shares shall have be as determined by the meanings set forth below:Board of Directors of the Company in good faith and evidenced by a resolution thereof. The Company shall notify the Holders in writing of any such determination of fair market value.
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder shall have the right, which may be exercised commencing at any time, and from time to time, in whole or in part, during the period (x) commencing opening of business on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior toExercise Date and until 5:00 p.m., but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Time, time on November , 2014 (the “Expiration Date”), Date to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares registered under the Securities Act which the holder Holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares; provided that no Warrant Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. In addition, Each Warrant not exercised prior to 5:00 p.m., New York City time, on the delivery Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of any Warrant Shares that the Company shall such time. No adjustments as to dividends will be obligated to deliver made upon proper exercise of the Warrants, the . The Company shall comply with all applicable federal give notice not less than 90, and state lawsnot more than 120, rules and regulations which require action to be taken by the Company. Subject days prior to the terms and conditions set forth herein, Expiration Date to the holder may exercise the Warrants by:
(i) providing written notice Holders of such election (the “Warrant Exercise Notice”) to exercise the all then outstanding Warrants to the Company effect that the Warrants will terminate and become void as of the Warrant Agent no later than 5:00 p.m. p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, which the Warrants will not expire until 90 days after the Company gives such notice, provided in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension.
A Warrant Exercise Notice shall may be in exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of an election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares substantially in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. For purposes of the foregoing sentence, "FAIR MARKET VALUE" of the Warrant Shares shall be the current market price of the Warrant Shares on the date immediately preceding the date of payment of the Exercise Price as determined by the procedures set forth either in Section 13(e). The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Agreement and the procedures of the Depositary therefor. Subject to the provisions of Section 9 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (xincluding any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in Exhibit B-1 hereto, properly completed and executed writing by the holder; Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 15. Any such certificate or certificates representing the Warrant Shares 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 Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Exercise Date, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such written notice may only exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be submitted by a holder who holds Book-Entry Warrants issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or (y) in Exhibit B-2 heretoCertificates pursuant to the provisions of this Section and of Section 4 hereof, properly completed and executed the Company, whenever required by the holder; provided that Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such written notice may only purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be submitted cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior exercised and concurrently pay to the applicable Settlement Date (as defined below), such Warrants to Company all monies received by the Warrant Agent by book-entry transfer for the purchase of the Warrant Shares through the facilities exercise of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and chargesWarrants. The date three Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business days after a hours at its office. The Company shall supply the Warrant Exercise Notice is delivered is referred Agent from time to for all purposes under time with such numbers of copies of this Warrant Agreement as the “Settlement Date”Warrant Agent may reasonably request.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Samples: Warrant Agreement (Park N View Inc)
Terms of Warrants; Exercise of Warrants. (a) The Warrants issued hereunder shall be identical in form except (i) that each Warrant Certificate issued as of a particular Warrant Distribution Date and the Warrants represented thereby shall be designated as a separate series (i.e., Class B, Series 1; Class B, Series 2; etc.), and (ii) as to variations among each series of Warrants as to the applicable Exercise Price and the applicable Expiration Date.
(b) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price upon payment of the Common Stock applicable Exercise Price then in effect for at least 20 such Holder's series of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time Warrants in accordance with the terms hereofof this Agreement, from and after the “Trigger Price”) and (y) ending at date of issuance of such of Warrants until 5:00 p.m. p.m., New York City Timetime, on November , 2014 (the “applicable Expiration Date”)Date for such series of Warrants, to exercise each Warrant and receive from the Warrant Agent on behalf of the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such series of Warrants. Each Warrant and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In additionnot exercised on or before 5:00 p.m., prior to the delivery of any Warrant Shares that the Company shall be obligated to deliver upon proper exercise of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New 731156.6 8 York City time, on the applicable Expiration Date, which Warrant Exercise Notice Date shall be become void and all rights thereunder and all rights in the form respect thereof under this Agreement shall cease as of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; andtime.
(iic) delivering no later than 5:00 p.m. New York City time, The Warrants may be exercised during normal business hours on the business day immediately any Business Day on or prior to the applicable Settlement Expiration Date (as defined below), such Warrants upon surrender to the Warrant Agent by book-entry transfer through the facilities on behalf of the DepositoryCompany at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrants to be exercised with the form of subscription to purchase on the reverse thereof duly completed and signed, if and upon payment to the Warrant Agent for the account of the Company of the applicable Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are represented by a Global Warrant Certificate; and
(iii) paying then exercised. Payment of the applicable aggregate Exercise Price for all the number of Warrant Shares specified in the subscription form shall be made by wire transfer or by certified or official bank check payable to the order of the Company in immediately available funds in lawful money of the United States of America.
(d) Upon surrender of Warrants being exercised in accordance with this Section 7, and payment of the applicable Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Warrant Agent shall deliver or cause to be delivered, as promptly as possible thereafter, but in any event within three (3) Business Days of receipt of such surrender and payment, to the “Exercise Amount”)Holder of such Warrant Certificate appropriate evidence of ownership of any Warrant Shares or other securities or property (including any money) to which the Holder is entitled, and, to the extent possible, certificates representing the Warrant Shares or such other securities shall be in such denomination(s) as such Holder shall request, and registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver or cause to be delivered such evidence of ownership and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 13 hereof. Any such evidence of ownership 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 Warrants and payment of the applicable Exercise Price, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares shall not then be actually delivered to the Holder.
(e) The Warrants shall be exercisable either in full or from time to time in part and, in the event that a Warrant Certificate is surrendered to the Warrant Agent for exercise of fewer than all of the Warrants represented by such Warrant Certificate at any time prior to the applicable taxes Expiration Date, a new certificate evidencing the remaining Warrant or Warrants but otherwise identical to the surrendered Warrant Certificate (including, without limitation, of the same series) will be issued by the Company, and chargesthe Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate pursuant to the provisions of this Section 7 and of Section 4 hereof as promptly as possible, but in any event within three (3) Business Days of receipt of the certificate evidencing the Warrants, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. 731156.6 9
(f) 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 a manner satisfactory to the Company. The date three Warrant Agent shall account promptly to the Company with respect to such Warrants exercised and concurrently pay to the Company as promptly as practicable, but in any event within five (5) Business Days of receipt, all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants.
(g) The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business days after a hours at its office. The Company shall supply the Warrant Exercise Notice is delivered is referred Agent from time to for all purposes under time with such numbers of copies of this Warrant Agreement as the “Settlement Date”Warrant Agent may reasonably request.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, a Warrant Agreement (including without limitationshall be exercisable, Section 12(d)), each Warrant holder shall have at the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price election of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to Holder thereof, either in full or greater than $39.63 (as adjusted from time to time in accordance with part during the terms hereofperiod from and after Triggering Date, the “Trigger Price”) and (y) ending at until 5:00 p.m. p.m., New York City Timetime, on November June 30, 2014 2023 (the “Expiration DateTime”), and shall entitle the Holder thereof to exercise each receive Warrant and receive Shares from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time Company. No adjustments as to dividends will be entitled to receive on exercise of such Warrant and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In addition, prior to the delivery of any Warrant Shares that the Company shall be obligated to deliver made upon proper exercise of the Warrants. Each Warrant not exercised prior to the Expiration Time shall, automatically, without further action on the party of the Company, the Warrant Agent, any Holder or any other party, become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. The Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by provide the Company. Subject to Warrant Agent or the terms and conditions set forth herein, Holders of at least 25% of the holder may exercise the outstanding Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to shall provide the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on with prompt written notice of the Expiration occurrence of the Triggering Date, which Warrant Exercise Notice and promptly following the provision of such notice, the Company shall cause to be in given to each of the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such Holders written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that of such written notice may only be submitted with respect to Warrants held through the book-entry facilities occurrence of the DepositoryTriggering Date by first-class mail, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City timepostage prepaid. Until it has received such notice, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to may presume conclusively for all purposes under this Warrant Agreement as that the “Settlement Date”Triggering Date has not occurred.
(b) For purposes In order to exercise all or any of the Warrants, the Holder thereof must deliver to the Warrant Agent (i) the form of purchase election on the reverse side of the form of Warrant Certificate attached hereto as Exhibit A, properly completed and duly executed by the Holder and, (A) with respect to any Warrants held by any Holder through a direct or indirect participant of the Depositary, effect exercise pursuant to the applicable rules of the Depositary for warrant exercise, or (B) with respect to all or any portion of Certificated Warrants, surrender to the Warrant Agent of the related Warrant Certificate; and (ii) payment, for the account of the Company, of the applicable Exercise Price for each Warrant Share issuable upon the exercise of such Warrants then exercised (a “Cash Exercise”). Such payment shall be made by wire transfer of funds to an account designated by the Warrant Agent for such purpose.
(c) At the option of each Holder in lieu of a Cash Exercise, each exercise of a Warrant may be “net share settled” (a “Cashless Exercise”), whereupon the Warrant will be converted into shares of Common Stock and the Company will issue to the Holder the Warrant Shares equal to the result obtained by (i) subtracting B from A, (ii) dividing the result by A, and (iii) multiplying the difference by C as set forth in the following equation: where: X = the Warrant Shares issuable upon exercise pursuant to this paragraph (c). A = the Per Share Price of the Common Stock, calculated as of the date on which the Holder delivers the applicable Exercise Notice. B = the Exercise Price. C = with respect to the Warrant then being exercised, the number of shares of Common Stock such Warrant is exercisable for, prior to the Cashless Exercise procedures pursuant to this paragraph (c). If the foregoing calculation results in a negative number, then no shares of Common Stock shall be issued upon exercise pursuant to this paragraph (c). The Company shall calculate and transmit to the Warrant Agent and the Holder of the Warrant then being exercised, and the Warrant Agent shall have no obligation under this Agreement to calculate, the number of Warrant Shares issuable upon the exercise of such Warrants. The number of shares of Common Stock to be issued on such exercise will be determined by the Company (with written notice thereof to the Warrant Agent) using the formula set forth in this Section 4.01(c). The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the number of shares of Common Stock to be issued on such exercise, pursuant to this Section 4.01(c) is accurate or correct.
(d) Subject to Section 4.01(i), with respect to Warrants issued in certificated form, upon compliance with the provisions set forth above, the Company shall promptly deliver or cause to be delivered, 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 whole Warrant Shares issuable upon the exercise of such Warrants or other securities or property to which such Holder is entitled, together with cash in lieu of fractional shares as provided in Section 6.02 hereof. Such certificate or certificates or other securities or property 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 or other securities or property, as of the date of the surrender of such Warrants and payment of the Exercise Price, notwithstanding that the stock transfer books of the Company shall then be closed or the certificates or other securities or property have not been delivered.
(e) With respect to Warrants issued in certificated form, and subject to the other terms of this Section 8Agreement, if all Warrants represented by a Warrant Certificate shall not have been exercised in full, the Warrant Agent shall (i) in respect of a Global Warrant, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant, and (ii) in the case of a Certificated Warrant, cancel the Warrant Certificate for the surrendered Certificated Warrant (and dispose of such certificate in a manner satisfactory to the Company), prepare a new Certificated Warrant of the same tenor for the number of Warrants that were not so exercised, and countersign and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same.
(f) The Warrant Agent shall forward funds received for warrant exercises in a given month by the 5th business day of the following terms month by wire transfer to an account designated by the Company.
(g) Certificates, if any, representing Warrant Shares shall have bear a Restricted Legend (with all references to Warrants therein replaced by references to Common Stock, and with such changes thereto as the meanings Company may deem appropriate, but without adversely affecting the rights or responsibilities of the Warrant Agent) if (i) the Warrants for which the Warrant Shares were issued carried a Restricted Legend or (ii) the Warrant Shares are issued in a transaction exempt from registration under the Securities Act (other than the exemption provided by Section 3(a)(9) of the Securities Act), in each case until and unless the circumstances set forth below:in Section 3.01(c) apply to such Shares, and any transfers thereof shall comply with the Restricted Legend.
(h) Notwithstanding anything to the contrary herein, (i) unless otherwise agreed by the Company and the Holder and written notice is given to the Warrant Agent, the Warrant Shares shall be in uncertificated, book entry form as permitted by the amended and restated bylaws of the Company and the Delaware General Corporation Law, and (ii) delivery of Warrant Shares upon exercise of a Warrant shall be made to the applicable Holder through the facilities of The Depository Trust Company as directed by such Holder unless such Holder shall otherwise instruct.
Appears in 1 contract
Samples: Warrant Agreement (SM Energy Co)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder shall have the right, which may be exercised at any timeuntil 5:00 p.m., and from time to timeNew York, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime on __________ __, on November , 2014 2002 (the “Expiration Date”"EXPIRATION DATE"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares; PROVIDED, HOWEVER, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act of 1933, as amended (the "SECURITIES ACT"), relating to the Warrant Shares has been filed with, and declared effective by, the Securities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. In additionEach Warrant, when exercised, will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Any Warrant not exercised prior to the delivery Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Warrants may be exercised by surrendering to the Warrant Agent the Warrant Certificates evidencing the Warrants to be exercised with the accompanying form of election to purchase properly completed and executed, together with payment of the Exercise Price. Payment of the Exercise Price may be made (A) by tendering Warrants having a fair market value equal to the Exercise Price, (B) in the form of cash or by certified or official bank check payable to the order of the Company or (C) by any combination of Warrants and cash. For purposes of clause (A) above, the fair market value of the Warrants shall be determined as follows: (A) if the Common Stock is publicly traded and listed on the Nasdaq National Market or a national securities exchange, the fair market value shall be equal to the number of shares represented by such Warrant multiplied by the greater of (1) the difference between (a) the average closing price as quoted on the Nasdaq National Market of the Common Stock for each of the ten trading days immediately prior to the exercise date (or, if the Common Stock is listed on a national securities exchange, the average closing price as reported on such national securities exchange during such ten trading day period) and (b) the Exercise Price, and (2) zero; or (B) if the Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value of the Warrants shall be equal to the value per share as determined in good faith by the Board of Directors of the Company (the "BOARD OF DIRECTORS"). In the event that Warrants are surrendered by a Warrant holder in payment of the Exercise Price, the Warrant Agent shall notify the Company of such, which notice shall also include the amount of the Exercise Price and the amount of cash, if any, received by the Warrant Agent as partial payment of the Exercise Price. Within a reasonable time of receiving such notice, the Company shall advise the Warrant Agent whether the Warrant Agent has received payment in full of the Exercise Price. Subject to the provisions of Section 10 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash, if any, as provided in Section 16 hereof; PROVIDED, HOWEVER, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (i) of Section 14 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be obligated to deliver made, upon proper exercise such surrender of Warrants and payment of the WarrantsExercise Price as aforesaid, the Successor (as hereinafter defined), the Company shall comply with all applicable federal or the Warrant Agent, as applicable, shall, as soon as possible, but in any event not later than two business days thereafter, issue and state laws, rules and regulations which require action cause to be taken by delivered the Companyfull number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash, if any, as provided in Section 16 hereof. Subject 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 Warrants and payment of the Exercise Price. No fractional shares shall be issued upon exercise of any Warrants in accordance with Section 16 hereof. The Company will pay to the terms and conditions set forth herein, holder of the holder may Warrant at the time of exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants an amount in cash equal to the Company current market value of any such fractional share of Common Stock less a corresponding fraction of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part (in whole shares) and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent no later than 5:00 p.m. New York City timeis hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Expiration Date, which Company for such purpose. All Warrant Exercise Notice Certificates surrendered upon exercise of Warrants shall be in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed cancelled by the holder; provided that such written notice may only Warrant Agent. Such cancelled Warrant Certificates shall be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed held by the holder; provided that Warrant Agent until termination of its duties hereunder, at which time it shall deliver such written notice may only cancelled Warrants to any successor Warrant Agent, if applicable, otherwise to the Company. Upon receipt by the Company, such cancelled Warrant Certificates shall then be submitted disposed of by the Company in accordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior exercised and concurrently pay to the applicable Settlement Date (as defined below), such Warrants to Company all monies received by the Warrant Agent by book-entry transfer for the purchase of the Warrant Shares through the facilities exercise of such Warrants. All certificates representing Warrant Shares issued in a transaction exempt from registration under the DepositorySecurities Act pursuant to Section 4(2) thereof shall bear the following legend: THIS SECURITY MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OF 1933, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and chargesAS AMENDED AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS. The date three Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders during normal business days after a hours at its office. The Company shall supply the Warrant Exercise Notice is delivered is referred Agent from time to for all purposes under time with such numbers of copies of this Warrant Agreement as the “Settlement Date”Warrant Agent may request.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the --------------------------------------- terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder shall have the right, which may be exercised at any timetime beginning 180 days from the date of original issuance thereof and on or prior to the close of business on September 30, and from time to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Time, on November , 2014 2003 (the “"Expiration Date”), ") to exercise each Warrant Warrants and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price for such Warrant Shares; provided that upon any such exercise no holder shall be entitled to sell or transfer such holder's Warrants Shares at any time unless, at the time of such sale or transfer, (i) a registration statement under the Securities Act covering the offer and sale of the Warrant Shares has been filed with, and declared effective by, the Securities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the offer and sale of the Warrant Shares to the Warrant holder are exempt from registration under the Securities Act and the holder of the Warrants, if so requested by the Company, has delivered to the Company an opinion of counsel to such effect. Each Initial Warrant, when exercised, will entitle the holder thereof to purchase 1.269311203 fully paid and nonassessable shares of Class A Common Stock at the Exercise Price. The Number of Shares is subject to adjustment under certain circumstances as provided herein by Section 15. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. A Warrant may be exercised at any time on or after 180 days from the date of original issuance thereof at the election of the holder thereof, either in full or from time to time in part (in whole shares) upon surrender to the Company at the principal office of the Warrant Agent of the Warrant Certificate or Certificates to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by an "eligible guarantor" as defined in the regulations promulgated under the Exchange Act and upon payment to the Warrant Agent for the account of the Company of the Exercise Price, as adjusted as herein provided, for each Warrant then exercised. Payment of the aggregate Exercise Price shall be made in the form of cash or a certified or official bank or bank cashier's check payable to the order of the Company. Subject to the provisions of Section 10 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of whole Warrant Shares issuable upon the exercise of such Warrants together with any cash which may be payable as provided in Section 17 hereof. 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 Warrants and payment of the aggregate Exercise Price then Price. No fractional shares shall be issued upon exercise of any Warrants in effect for such Warrant Sharesaccordance with Section 17 hereof. In addition, the event that a Warrant Certificate is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the delivery of any Expiration Date, a new Warrant Shares that Certificate evidencing the Company shall remaining Warrant or Warrants will be obligated to deliver upon proper exercise of the Warrantsissued, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City timeis hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Expiration Date, which Company for such purpose. All Warrant Exercise Notice Certificates surrendered upon exercise of Warrants shall be in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed canceled by the holder; provided that such written notice may only Warrant Agent. Such canceled Warrant Certificates shall then be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed disposed of by the holder; provided that such written notice may only be submitted Company in accordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior exercised and concurrently pay to the applicable Settlement Date (as defined below), such Warrants to Company all monies received by the Warrant Agent by book-entry transfer for the purchase of the Warrant Shares through the facilities exercise of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and chargesWarrants. The date three Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Warrant holders during normal business days after a hours at its office. The Company shall supply the Warrant Exercise Notice is delivered is referred Agent from time to for all purposes under time with such numbers of copies of this Warrant Agreement as the “Settlement Date”Warrant Agent may request.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Samples: Warrant Agreement (United Usn Inc)
Terms of Warrants; Exercise of Warrants. The initial exercise price per share at which Warrant Shares shall be issuable upon the exercise of a Warrant (athe "Exercise Price") shall be equal to $0.01 per share of Common Stock. Each Warrant shall entitle the Holder thereof, subject to and upon compliance with the provisions of this Agreement, to purchase from the Company one share of Common Stock, subject to adjustment pursuant to the terms of this Agreement. Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on the business day date hereof and shall continue until 5:00 p.m., New York City time on the later of (i) September 2, 2006 and (ii) to the extent that any Transfer Restricted Securities (as defined belowin the Registration Rights Agreement) immediately following remain outstanding on September 6, 2006, ten Business Days after the effective date of a period registration statement under the Securities Act with respect to the Warrant Shares issuable upon the exercise of 30 consecutive Trading Days ending prior tothe Warrants, but not includingno later than September 2, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Time, on November , 2014 2007 (the “"Expiration Date”"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrant the Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In additionthe alternative, prior each Holder may exercise its right to receive Warrant Shares on a net basis (a "Cashless Exercise"), such that, without the delivery exchange of any funds, the holder receives that number of Warrant Shares that the Company shall be obligated to deliver otherwise issuable (or payable) upon proper exercise of the Warrants, Warrants less that number of Warrant Shares having an aggregate Current Market Price at the Company shall comply with all applicable federal and state laws, rules and regulations which require action time of exercise equal to be taken the aggregate Exercise Price that would otherwise have been paid by the CompanyHolder of the Warrant Shares. Subject to the terms and conditions set forth herein, the holder may exercise If the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) are not exercised prior to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice they shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to Dividends will be in made upon exercise of the form Warrants. The Holders will only be able to exercise their Warrants (i) by means of an election a cashless exercise or (ii) if any registration statement under the Securities Act relating to purchase the Warrant Shares substantially set forth is effective or the exercise of such Warrants is exempt from the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such Holders reside. No Holder may exercise any Warrant to the extent that, immediately following such exercise and upon receipt of any Warrant Shares issuable upon such exercise, such Holder would either (xi) become or be included in any 13D Person that is the single largest holder of voting power represented by the Company's capital stock (or otherwise become the single largest holder of the Common Stock) (the "Shareholder Limitation"), or (ii) beneficially own (as such term is defined in Section 13(d)(3) of the Exchange Act) or be included in any 13D Person that beneficially owns in excess of 4.9% of the voting power represented by the Company's capital stock (or otherwise beneficially own in excess of 4.9% of the outstanding Common Stock) (the "4.9% Limitation") after, in either case, giving effect to such exercise (the Shareholder Limitation and the 4.9% Limitation are collectively referred to herein as the "Exercise Limitations"). The determinations of the number of shares that (i) constitute 4.9% of the outstanding Common Stock or voting power and (ii) are held by the largest holder will be made in reliance upon the information contained in publicly available filings made with the SEC unless the Company is aware that such information is incorrect and has made the correct information public, to the extent material, and disclosed such information to the Holders at the time of any such proposed exercise. In order to facilitate compliance with the foregoing, each Holder will be required to make a representation that it and its affiliates will comply with the Exercise Limitations immediately after the exercise of any Warrant and receipt of any shares of Common Stock issuable upon such exercise. Notwithstanding the Exercise Limitation, however, a Holder may exercise any Warrant that would otherwise cause such Holder to hold Warrant Shares in excess of the Exercise Limitations if, as to such excess number of Warrant Shares (the "Excess Shares"), such Holder (i) irrevocably covenants to the Company to sell such Excess Shares within 10 days after the date of exercise and (ii) confirms that it has, on or prior to such exercise date, entered into a binding arrangement to sell the Excess Shares within 10 days after such exercise date either (a) in Exhibit B-1 hereto, properly completed and executed by a regular way transaction on a national securities exchange (or the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants principal market where shares of Common Stock are then traded) or (yb) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by one or through more persons that are direct participants not "affiliates" (used herein as defined in Rule 144 promulgated under the Depository; and
Securities Act) of such Holder (ii) delivering no later than 5:00 p.m. New York City time"Third Parties"), each of whom represents for the benefit of the Company that, upon purchase of the applicable Excess Shares, such Third Party, together with its affiliates, will not be the beneficial owner of a number of shares of Common Stock in excess of the Exercise Limitations. In addition, such Holder shall agree to vote the applicable Excess Shares only in accordance with the recommendations of the Board of Directors of the Company or any Third Party that has agreed to purchase such shares, if any record date for a vote of the Common Stock is established for any day between the exercise date and the consummation of the sale of the applicable Excess Shares. The Exercise Limitations will cease to have any force and effect upon consummation of the Utility Spin-Off, if, on the business day immediately prior date that is 14 days after delivery to the applicable Settlement Date Company of a request by the Required Holders to such effect (as defined belowwhich request may be given no more than once during any 180-day period), such Warrants the Company shall not have delivered a certificate to the Warrant Agent by book-entry transfer through Holders stating that the facilities removal of the DepositoryExercise Limitations would, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying in the good faith judgment of the Company, not be consistent with applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”regulatory or other legal requirements.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Samples: Warrant Agreement (Pg&e Corp)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (Agreement, including without limitation, Section 12(d)3.06(c), each a Warrant holder shall have be exercisable, at the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price election of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to Holder thereof, either in full or greater than $39.63 (as adjusted from time to time in accordance with part during the terms hereofperiod commencing 9:00 a.m., the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime, on November October 3, 2014 2020 and until 5:00 p.m., New York City time, on October 2, 2025 (the “Expiration DateTime”), and shall entitle the Holder thereof to exercise each receive Warrant and receive Shares from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time Company. No adjustments as to dividends will be entitled to receive on made upon exercise of such the Warrants. Each Warrant and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In addition, not exercised prior to the delivery Expiration Time shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.
(b) In order to exercise all or any Warrant Shares that the Company shall be obligated to deliver upon proper exercise of the Warrants, the Holder thereof must deliver to the Company notice substantially in the form of the election to exercise set forth on the reverse of the Form Certificate duly filled in and signed (the “Exercise Notice”). Following its receipt of any Exercise Notice, the Company shall comply with all applicable federal promptly (and state lawsin any event, rules and regulations which require action to be taken by the Company. Subject within three (3) Business Days) provide written notice to the terms and conditions Warrant Agent whether (A) the Company elects (a “Net Share Settlement Election”) to have the exercise of Warrants set forth herein, in the holder may exercise the Warrants by:
(i) providing written notice of such election Exercise Notice (the “Warrant Exercise NoticeExercise”) net share settled pursuant to the procedures set forth in Section 4.01(c) (a “Net Share Settlement”) or (B) the Company elects (a “Full Share Settlement Election”) to exercise have the Warrants Warrant Exercise settled solely in shares of Common Stock pursuant to the procedures set forth in Section 4.01(d) (a “Full Share Settlement”). If the Company and shall not have provided such a notice to the Warrant Agent no later than by 5:00 p.m. p.m., New York City time, on the Expiration Datethird (3rd) Business Day following the Company’s receipt of any such Exercise Notice, which Warrant Exercise Notice shall the Company will be in the form of an election deemed to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by have made a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted Full Share Settlement Election with respect to the Warrants held through to which such Exercise Notice relates, as of such time.
(c) If the book-entry facilities Company makes a Net Share Settlement Election pursuant to Section 4.01(b) with respect to the Warrant Exercise, then the Warrant Exercise shall be “net share settled” whereupon Warrant will be converted into shares of Common Stock pursuant to a cashless exercise, after which the DepositoryCompany will issue to the Holder the Warrant Shares equal to the result obtained by (i) subtracting B from A, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City timedividing the result by A, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
and (iii) paying multiplying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement difference by C as the “Settlement Date”.
(b) For purposes of this Section 8, set forth in the following terms shall have the meanings set forth belowequation: where:
Appears in 1 contract
Samples: Warrant Agreement (J.Jill, Inc.)
Terms of Warrants; Exercise of Warrants. (a) Each Warrant not exercised prior to 5:00 p.m., New York City time, on October 11, 2015 (the “Expiration Date”) shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time.
(b) Subject to the terms of this Warrant Agreement (including without limitationAgreement, Section 12(d))the Warrants shall be exercisable, each Warrant holder shall have at the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price election of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to Holders thereof, either in full or greater than $39.63 (as adjusted from time to time in accordance with part during the terms hereofperiod commencing at 9:00 a.m., the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime, on November the Business Day immediately following the day on which this Agreement is entered into and until 5:00 p.m., 2014 (New York City time, on the “Expiration Date”), and shall entitle any Holder thereof to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which that the holder Holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate exercise price set forth in the form of Warrant attached as Exhibit A hereto (as adjusted from time to time hereunder, the “Exercise Price”) in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price then in effect for such Warrant Shares. In addition, prior .
(c) Notwithstanding anything herein to the delivery of any Warrant Shares that contrary (but in all other respects in accordance with the Company shall be obligated to deliver upon proper exercise of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions procedure set forth herein), a Holder may elect to convert Warrants into shares of Common Stock, in which event the holder may exercise Company will issue to the Warrants by:
Holder the number of shares of Common Stock equal to the result obtained by (i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City timesubtracting B from A, on the Expiration Date, which Warrant Exercise Notice shall be in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City timedividing the result by A, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
and (iii) paying multiplying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement quotient by C as the “Settlement Date”.
(b) For purposes of this Section 8, set forth in the following terms shall have the meanings set forth belowequation: where:
Appears in 1 contract
Samples: Warrant Agreement (Harvest Natural Resources, Inc.)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on or after the business day (as defined below) immediately following a period date of 30 consecutive Trading Days ending prior tooriginal issuance thereof and until 5:00 p.m., but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime, on November September 7, 2014 2010 (the “"Expiration Date”"), to exercise each Warrant and receive from the Company the number of fully fully-paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price (as defined below) then in effect for such Warrant Shares. In additionSubject to the next paragraph of this Section, each Warrant not exercised prior to the delivery Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of any such time. No adjustments as to dividends will be made upon exercise of the Warrants. The initial price per share at which Warrant Shares shall be purchasable upon exercise of Warrants (the "Exercise Price") shall be $.0001, subject to adjustment. A Warrant may be exercised upon surrender at the office of the Company maintained for such purpose, which initially will be the office of the Company in Arlington, Virginia, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a participant in a recognized Signature Guarantee Medallion Program, and upon payment to the Company of the Exercise Price, as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company, (ii) by tendering Warrants in compliance with Sections 2, 3 and 4 hereof having a fair market value equal to the Exercise Price or (iii) with any combination of (i) or (ii). For purpose of clause (ii) above, the fair market value of the Warrants shall be determined as follows: (A) to the extent the Class B Common Stock is publicly traded and listed on the Nasdaq National Market or a national securities exchange, the fair market value shall be equal to the difference between (1) the Closing Bid Price (as defined below) of the Class B Common Stock on the date of exercise and (2) the Exercise Price; or (B) to the extent the Class B Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value shall be equal to the difference between (1) the Current Market Value (as defined in Section 10(d)) of the Warrant Shares issuable upon exercise of such Warrant and (2) the Exercise Price therefor. Upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch 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 Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 12; provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (k) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be obligated made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than three days, other than a Saturday or Sunday or a day on which banking institutions in the State of New York or the Commonwealth of Virginia are not open for business ("Business Day") thereafter, issue and cause to deliver be delivered the full number of Warrant Shares issuable upon proper the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 12. Such certificate or certificates shall be deemed to have been issued and any person so 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 Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the Company remaining Warrant or Warrants will be issued, and delivered to the exercising Holder. Similarly, in the event that a certificate evidencing Warrants is delivered in payment of the Exercise Price of the Warrants at any time prior to the date of the expiration of the Warrants, and the fair market value of the Warrants evidenced by said certificate is greater than the amount of said Exercise Price, a new certificate evidencing the remaining Warrant or Warrants not applied to such Exercise Price will be issued, executed and delivered to the exercising Holder. All New Warrant Certificates surrendered upon exercise of Warrants shall comply with all applicable federal and state laws, rules and regulations which require action to be taken cancelled by the Company. Subject The Company shall keep copies of this Agreement available for inspection by the Holders during normal business hours at its office. The "Closing Bid Price" for a share of Class B Common Stock on each Business Day means: (A) if the Class B Common Stock is listed or admitted to the terms and conditions set forth hereintrading on any securities exchange, the holder may exercise closing price, regular way, on such day on the Warrants by:
principal exchange on which such security is traded, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (iB) providing written notice if the Class B Common Stock is not then listed or admitted to trading on any securities exchange, the last reported sale price on such day, or if there is no such last reported sale price on such day, the average of the closing bid and the asked prices on such election (the “Warrant Exercise Notice”) to exercise the Warrants to day, as reported by a reputable quotation source designated by the Company or (C) if neither clause (A) nor (B) is applicable, the average of the reported high bid and the Warrant Agent no later than 5:00 p.m. New York City timelow asked prices on such day, on the Expiration Dateas reported by a reputable quotation service, which Warrant Exercise Notice shall be or a newspaper of general circulation in the form Borough of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 heretoManhattan, properly completed and executed City of New York, customarily published on each Business Day, designated by the holder; provided that Company. If there are no such written notice may only prices on a Business Day, then the market price shall not be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that determinable for such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”Business Day.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Samples: Warrant Agreement (Veridian Corp)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder shall have the right, which may be exercised commencing at any time, and from time to time, in whole or in part, during the period (x) commencing opening of business on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior toExercisability Date and until 5:00 p.m., but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Time, time on November , 2014 (the “Expiration Date”), Date to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares; provided that no Warrant Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission; or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. In addition, Each Warrant not exercised prior to 5:00 p.m., New York City time, on the delivery Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of any Warrant Shares that the Company shall such time. No adjustments as to dividends will be obligated to deliver made upon proper exercise of the Warrants, the . The Company shall comply with all applicable federal give notice not less than 90, and state lawsnot more than 120, rules and regulations which require action to be taken by the Company. Subject days prior to the terms and conditions set forth herein, Expiration Date to the holder may exercise the Warrants by:
(i) providing written notice Holders of such election (the “Warrant Exercise Notice”) to exercise the all then outstanding Warrants to the Company effect that the Warrants will terminate and the Warrant Agent no later than become void as of 5:00 p.m. p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, which the Warrants will not expire until 90 days after the Company gives such notice, provided in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension.
A Warrant Exercise Notice shall may be in exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of an election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares substantially set forth either in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Subject to the provisions of Section 9 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (xincluding any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in Exhibit B-1 hereto, properly completed and executed writing by the holder; Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 15. Any such certificate or certificates representing the Warrant Shares 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 Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Exercisability Date, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such written notice may only exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be submitted by a holder who holds Book-Entry Warrants issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or (y) in Exhibit B-2 heretoCertificates pursuant to the provisions of this Section and of Section 4 hereof, properly completed and executed the Company, whenever required by the holder; provided that Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such written notice may only purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be submitted canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in accordance with its customary procedures. The Warrant Agent shall account promptly to the Company with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior exercised and concurrently pay to the applicable Settlement Date (as defined below), such Warrants to Company all monies received by the Warrant Agent by book-entry transfer for the purchase of the Warrant Shares through the facilities exercise of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and chargesWarrants. The date three Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business days after a hours at its office. The Company shall supply the Warrant Exercise Notice is delivered is referred Agent from time to for all purposes under time with such numbers of copies of this Warrant Agreement as the “Settlement Date”Warrant Agent may request.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Warrants may be exercised at any time after the date hereof and prior to the close of business on the Expiration Date; provided, however, that holders of Warrants will be able to exercise their Warrants only if the exercise of such Warrants is exempt from the registration requirements of the Securities Act, and the Warrant Agreement Shares are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such holders reside. Each Warrant, when exercised in accordance with the terms hereof and upon payment in cash (including without limitationor by tendering the Notes, as provided in the next succeeding paragraph) of the exercise price of $3.00 (as adjusted pursuant to Section 12(d11(n)) per share for the Common Stock (the “Exercise Price”) will entitle the holder thereof to acquire from the Company (and the Company shall issue to such holder of a Warrant) one fully paid and nonassessable share of each of the Company’s authorized but unissued Common Stock (subject to adjustment as provided in Section 11). No cash dividend shall be paid to a holder of Warrant Shares issuable upon the exercise of Warrants unless such holder was, as of the record date for the declaration of such dividend, the record holder of such Warrant Shares. A Warrant may be exercised upon surrender to the Company at the Register Office of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, together with payment to the Company of the Exercise Price for each Warrant Share issuable upon the exercise of such Warrants. To the extent any holder of a Warrant surrenders with such Warrant any Note then held by such holder, such holder shall be deemed to have paid that portion of the aggregate Exercise Price for all Warrant Shares then exercised equal to 100% of that portion of the Accreted Value (as defined in the Indenture) of such Note that the holder thereof directs the Company to accept as payment of such aggregate Exercise Price, which Note shall be cancelled and not reissued. To the extent the Accreted Value of such tendered Note is greater than the aggregate amount of the Exercise Price for all Warrant Shares then exercised paid by surrender thereof, the Company shall deliver a new Note to the tendering holder thereof, in accordance with the provisions of the Indenture, dated the date of the original issuance of the tendered Note, in the face amount which bears the same proportion to the face amount of such tendered Note immediately prior to such redemption as the unredeemed portion of the Accreted Value of such tendered Note bears to the Accreted Value of such tendered Note immediately prior to such redemption. At the time of the issuance of the Warrant Shares pursuant to the exercise of the Warrants by any holder, the Company shall pay all accrued and unpaid interest on any Note of such holder cancelled pursuant to this paragraph up to but excluding the date of such issuance. In lieu of payment of the Exercise Price pursuant to the preceding paragraph, the Warrant holder shall have the right, which may be exercised at any time, and from time right to timerequire the Company to convert the Warrants, in whole or in partpart and at any time or times (the “Conversion Right”), during into Warrant Shares by surrendering to the period Company the certificate or certificates evidencing the Warrant to be converted with the form of notice of conversion on the reverse thereof duly filled in and signed. Upon exercise of the Conversion Right, the Company shall deliver to the Warrant holder (without payment by the holder of the Warrant of any Exercise Price) that number of Warrant Shares which is equal to the quotient obtained by dividing (x) commencing on the business day value of the number of Warrants being exercised at the time the Warrants are exercised (determined by subtracting the aggregate Exercise Price for all such Warrants immediately prior to the exercise of the Warrants from the aggregate Current Market Price (determined pursuant to Section 11(f)) of that number of Warrant Shares purchasable upon exercise of such Warrants immediately prior to the exercise of the Warrants (taking into account all applicable adjustments pursuant to Section 11) by (y) the Current Market Price of one share of Common Stock immediately prior to the exercise of the Warrants. Subject to the provisions of Section 8, upon surrender of the Warrant certificate or certificates, the Company shall issue and deliver with all reasonable dispatch, to or upon the written order of the Warrant holder and in such name or names as defined below) immediately following the Warrant holder may designate, a period certificate or certificates for the number of 30 consecutive Trading Days ending prior toWarrant Shares issuable or other securities or property to which such holder is entitled hereunder upon the exercise of such Warrants, but not including, at the Company’s option, any cash payable in lieu of fractional interests as provided in Section 13. 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 business day during which the Closing Price Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Company may issue fractional shares of Common Stock for upon exercise of any Warrants in accordance with Section 13. The Warrants shall be exercisable, at least 20 the election of the Trading Days within such 30-day period is equal to holders thereof, either in full or greater than $39.63 (as adjusted from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time on or prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Company will duly execute and deliver the required new Warrant certificate or certificates pursuant to the provisions of Section 4 and this Section 7. All Warrant certificates surrendered upon exercise of Warrants shall be canceled by the Company. Such canceled Warrant certificates shall then be disposed of in a manner satisfactory to the Company and in accordance with any applicable law. The Company shall account promptly in writing with respect to Warrants exercised and all monies received for the terms hereof, purchase of the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Time, on November , 2014 (the “Expiration Date”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which through the holder may at the time be entitled to receive on exercise of such Warrant and payment of the aggregate Exercise Price then in effect for such Warrant SharesWarrants. In addition, prior to the delivery of any Warrant Shares event that the Company shall be obligated to deliver upon proper exercise of the purchase or otherwise acquire Warrants, the Company may elect to have the Warrants canceled and retired. The Company shall comply with all applicable federal keep copies of this Agreement and state laws, rules and regulations which require action to be taken any notices given or received hereunder available for inspection by the Company. Subject to registered Warrant holders during normal business hours and upon reasonable notice at the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”Register Office.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Samples: Warrant Agreement (Broadwing Inc)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on or after the business day earlier to occur of (i) 180 days after the Minimum IPO Consummation Date, (ii) September 30, 1997 and (iii) the date of occurrence of a Reorganization (as defined belowin Section 12(j) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which hereof) (the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”"EXERCISABILITY DATE") and (y) ending at until 5:00 p.m. p.m., New York City Timetime, on November [ ], 2014 2006 (the “Expiration Date”"EXPIRATION DATE"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price (as defined below) then in effect for such Warrant Shares; provided that if in the opinion of counsel to the Company approval of the Federal Communications Commission (the "FCC") is required before the Company may issue Warrant Shares upon the exercise of any Warrant, the Company may defer the issuance of such Warrant Shares until such time as approval of the FCC is obtained or is no longer required. In additionThe Company shall promptly notify in writing the Warrant Agent of any event which requires it to suspend exercise of Warrants pursuant to the proviso of the preceding sentence and of the termination of any such suspension. Subject to the next paragraph of this Section, each Warrant not exercised prior to the delivery Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of any Warrant Shares that the Company shall such time. No adjustments as to dividends will be obligated to deliver made upon proper exercise of the Warrants. The Company agrees to promptly commence any proceeding before the FCC required to permit the exercise of the outstanding Warrants and to use its reasonable efforts to obtain any order of the FCC or similar approval necessary to permit such exercise and maintain such approval in full force and effect. In the event that at any time prior to the Expiration Date the exercise of Warrants shall have been suspended for any period of time, the Company Expiration Date shall comply with all applicable federal and state lawsbe extended by such period of time; PROVIDED, rules and regulations which require action to that any such extension shall be taken for a minimum of 10 Business Days following receipt of notice by the Company. Subject to Holders from the terms and conditions set forth herein, Company of the holder may exercise the Warrants by:
(i) providing written notice termination of such election (suspension.
01. A Warrant may be exercised upon surrender at the “office or agency of the Company maintained for such purpose, which initially will be the corporate trust office of the Warrant Exercise Notice”) to exercise Agent in New York, New York, of the certificate or certificates evidencing the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in exercised with the form of an election to purchase Warrant Shares substantially set forth either (x) on the reverse thereof duly filled in Exhibit B-1 heretoand signed, properly completed and executed by the holder; provided that such written notice may only which signature shall be submitted guaranteed by a holder who holds Book-Entry Warrants or (y) participant in Exhibit B-2 heretoa recognized Signature Guarantee Medallion Program, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants upon payment to the Warrant Agent by book-entry transfer through for the facilities account of the Depository, if Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are represented by a Global Warrant Certificate; and
(iii) paying then exercised. Payment of the applicable aggregate Exercise Price for all Warrants being exercised (shall be made in cash or by certified or official bank check to the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:order
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) The Warrants are separately transferable from the Redeemable Preferred Stock. Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior todate hereof and until 5:00 p.m., but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime on September 30, on November , 2014 (the “Expiration Date”)2015, to exercise each Warrant and receive from the Company Holdings the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price (i) in cash, by wire transfer or by certified or official bank check payable to the order of Holdings or (ii) by tendering Warrants as set forth in Section 3(b), in each case, equal to the Exercise Price then in effect for such Warrant Shares. In addition, prior ; provided that Holders shall be able to exercise their Warrants only if a registration statement relating to the delivery of any Warrant Shares that the Company shall be obligated to deliver upon proper exercise of the WarrantsWarrants is then in effect or the exercise of such Warrants is exempt from the registration requirements of the Securities Act, and such securities are qualified for sale or exempt from qualification under the Company shall comply with all applicable federal and securities laws of the state laws, rules and regulations in which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise Holder of the Warrants by:
(i) providing written notice or other Persons to whom it is proposed that the Warrant Shares be issued on exercise of such election (the “Warrant Exercise Notice”) to exercise the Warrants reside. Each Warrant not exercised prior to the Company and the Warrant Agent no later than 5:00 p.m. p.m., New York City time, on the Expiration DateSeptember 30, which Warrant Exercise Notice 2015 shall be become void and all rights thereunder and all rights in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes thereof under this Warrant Agreement shall cease as the “Settlement Date”of such time.
(b) For At the option of the Holder, Warrant Shares to be acquired upon the exercise of the Warrant will be applied automatically to pay the Exercise Price in connection with a cashless exercise of the Warrant in whole or in part. Any Warrant Shares transferred to Holdings as cashless payment of the Exercise Price under the Warrant shall be valued at the fair value per share, as determined on the day immediately preceding the date the Warrant is presented for exercise in good faith by the Board of Directors of Holdings whose determination shall be conclusive.
(c) In order to exercise all or any of the Warrants represented by a Warrant Certificate, the Holder must deliver to Holdings the Warrant Certificate and the form of election to purchase on the reverse thereof duly filled in and signed, and payment to Holdings of the Exercise Price, which is set forth in the form of Warrant Certificate attached hereto as Exhibit A, for the number of Warrant Shares, as adjusted as herein provided, in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash, by wire transfer or by certified or official bank check payable to the order of Holdings or (iii) by tendering Warrants as set forth in Section 3(b).
(d) Subject to the provisions of Section 4 hereof, upon compliance with clauses (a), (b) and (c) above, Holdings shall deliver or cause to be delivered promptly, 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 whole Warrant Shares issuable upon the exercise of such Warrants, together cash in lieu of fractional shares as provided in Section 7 hereof; provided that if any consolidation, merger or lease or sale of assets is proposed to be effected by Holdings as described in Section 6(i) hereof, or a tender offer or an exchange offer for shares of Common Stock shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, Holdings shall, as soon as possible, but in any event not later than five thereafter, deliver or cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence or other securities or property to which such Holder is entitled hereunder, together with cash as provided in Section 7 hereof. 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 Warrants and payment of the Exercise Price, and from such date, regardless of when Holdings actually mails such certificate, the Holder shall be deemed for all purposes to be the holder of record of the Warrant Shares deliverable by Holdings.
(e) The Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part. If less than all the Warrants represented by a Warrant are exercised, such Warrant shall be surrendered and a new Warrant of the same tenor and for the number of Warrants which were not exercised shall be executed by Holdings and delivered to the Holder, registered in such name or names as may be directed in writing by the Holder.
(f) Notwithstanding anything herein to the contrary, upon a Tag-Along Transfer, then to the extent the Warrants shall not have been exercised or the holder of the Warrant Shares issued upon such exercise shall not have given a Tag-Along Notice in each case on or before the Tag-Along Acceptance Date, such Warrants shall be subject to redemption pursuant to the Charter and the Holders thereof shall be entitled to receive the Tag-Along Redemption Price (reduced by the aggregate Exercise Price payable by such Holders), in each case as if such Warrants had been exercised immediately prior to the Tag-Along Acceptance Date. Upon receipt of such payment, if any, the rights of a Holder of such Warrant shall terminate and cease and such Holder’s Warrants shall expire. The Warrants shall be subject to mandatory exercise as provided in the Charter. Capitalized terms not otherwise defined in this Section 8, the following terms shall 3(f) have the meanings set forth below:in the Charter.
(g) All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Registrar. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Registrar in a manner satisfactory to Holdings.
(h) Holdings shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its office. Holdings shall supply the Holders from time to time with such numbers of copies of this Agreement as the Holders may request.
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder shall have the right, which may be exercised commencing at any timetime until 5:00 p.m., and from time to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime, on November , 2014 (the “Expiration third anniversary of the Issuance Date”), to exercise each Warrant and receive purchase from the Company the number of fully paid and nonassessable Warrant Shares which that the holder Holder may at the time be entitled to receive (the "Exercise Quantity") on exercise of such Warrant Warrants and payment of the aggregate Exercise Price (as defined below) then in effect for such Warrant Shares. In addition, Each Warrant not exercised prior to the delivery of any Warrant Shares that the Company shall be obligated to deliver upon proper exercise of the Warrants5:00 p.m., the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration third anniversary of the Issuance Date, shall become void and all rights thereunder and all rights in respect thereof under this Agreement and the Warrant Certificates shall cease as of such time. If the date on which the Warrants expire (i.e., the third anniversary of the Issuance Date) shall not be a business day, the Warrants shall expire on the next succeeding business day. A Warrant Exercise Notice shall may be in exercised upon surrender to the Company at the office of the Warrant Agent designated for such purpose of the Warrant Certificate or Certificates evidencing the Warrants to be exercised with the form of an election to purchase Warrant Shares substantially set forth either (x) on the reverse thereof duly filled in Exhibit B-1 heretoand signed, properly completed and executed by which signature shall be guaranteed in accordance with the holder; provided that such written notice may only be submitted Medallion Signature Guarantee Program by a holder who holds Book-Entry Warrants bank or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by trust company having an office or through persons that are direct participants correspondence in the Depository; and
United States, or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc. (ii) delivering no later than 5:00 p.m. New York City timetogether, on in the business day immediately prior to the applicable Settlement Date case of a Non-Surviving Combination (as defined below), with such other documentation required to be delivered by holders of Common Stock before such Holders are entitled to receive consideration in respect of their shares), and upon payment to the Warrant Agent for the account of the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check to the order of the Company. The Company shall have the right to accept personal checks, in its sole and absolute discretion at any time and from time to time; provided, however, that payment of the Exercise Price for any Warrant Shares shall not be deemed to have been made until such personal check has been collected and such funds credited to the Company's account. Subject to the provisions of Section 7 hereof, upon such delivery of Warrants, delivery of required documents and payment of the Exercise Price, the Company (or the surviving entity in the case of a Non- Surviving Combination) shall issue and cause to be delivered with all reasonable dispatch to the Warrant Holder in such name or names as the Warrant Holder may designate, a certificate or certificates for the number of full Warrant Shares (or other cash or property to which the Warrant Holder is entitled) issuable (or deliverable) upon the exercise of such Warrants together with cash as provided in Section 13; provided, however, that after the first public announcement that any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (e) of Section 12 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants, delivery of required documents and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than ten business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 13. Such certificate or certificates (or such other cash or property) shall be deemed to have been issued (or delivered), and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares (or such other cash or property) as of the date of the surrender of such Warrants, the delivery of required documents and payment of the Exercise Price. Subject to the provisions of this Agreement and the Warrant Certificates, the Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Sections 3 and 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. 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 a manner satisfactory to the Company. 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 amendments hereto and notices given or received hereunder available for inspection by the Holders during normal business hours at its principal office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may reasonably request. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the numbers of Warrants delivered to it in accordance with the terms and conditions of this Agreement and the Warrant Certificates, (ii) the instructions of each Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Shares or other cash or property to which such Holder is entitled upon such delivery, (iii) the delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such delivery, and (iv) such other information as the Company shall reasonably request. Warrant Holders, as such, shall not be entitled (i) to receive any dividends in respect of such Holder's Warrant Shares, or (ii) to vote, or to receive notice of any meeting of the Company's stockholders, or otherwise exercise any rights of, or to receive any notices delivered to, Holders of Common Stock until such Holder surrenders certificates representing such Holder's Warrants to the Warrant Agent by book-entry transfer through Agent, pays the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for and delivers all Warrants being exercised (the “Exercise Amount”)other required documentation, together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:in this Agreement and the Warrant Certificates, and the Warrant Shares in respect of such Warrant are issued to such Holder.
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the --------------------------------------- terms of this Agreement, the Warrant Agreement (including without limitation, Section 12(d)), each Warrant holder Holders shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on or after the business day Exercisability Date (as defined below) immediately following a period of 30 consecutive Trading Days ending prior toand until 5:00 p.m., but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime, on November July 7, 2014 2003 (the “six-month anniversary of the Exercisability Date) (the "Expiration Date”"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive --------------- (on exercise of such Warrant Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In addition) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 29,834,075 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.416667 Warrant Shares)/2/ in the event the Adjustment Event has not occurred prior to the delivery of any such time or (b) 17,900,445 Warrant Shares that (in the Company aggregate) (with ____________________ /2/ These numbers shall be obligated to deliver upon proper exercise of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration Date, which Warrant Exercise Notice shall be adjusted in the form final Agreement and Warrants in order to reflect that at the Effective Time such aggregate number, when taken together with the shares of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed Parent Common Stock held by the holder; provided that such written notice may only be submitted by a holder Persons who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities had been holders of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day Parent Common Stock immediately prior to the applicable Settlement Date Effective Time, shall equal 80% of the shares of Parent Common Stock on a fully diluted basis (as defined below), such excluding the effect of the Algos Warrants and after giving effect to the Adjustment Event as if it had occurred). each Warrant Agent by book-entry transfer through being exercisable for 0.250000 Warrant Shares)/3/ in the facilities event the Adjustment Event has occurred prior to such time. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of the DepositoryExpiration Date. If applicable, if such dividends and other distributions will be made upon exercise of the Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:in Section 14 hereof.
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder shall have the right, which may be exercised at any time, time and from time to time, in whole or in part, time during the period (x) commencing on the business 21st calendar day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during the date on which the Closing Price Company sends to its stockholders the information statement required pursuant to Regulation 14C under the Securities Exchange Act of 1934, as amended, in connection with stockholder approval of the Common Stock for at least 20 issuance of the Trading Days within such 30-day period is equal Warrants and the Warrant Shares upon exercise or conversion thereof, and ending immediately prior to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof5:00 p.m., the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime, on November March 29, 2014 2015 (the “Expiration Date”"Exercise Period"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable non-assessable Warrant Shares which the holder Holder may at the time be entitled to receive on upon exercise of such Warrant and payment Warrants upon payment, subject to Section 3(f), of $0.60 per share of Common Stock, as adjusted from time to time in accordance with Section 7 (the "Exercise Price"), in cash, by wire transfer or by certified or official bank check payable to the order of the aggregate Exercise Price Company; provided that Holders holding Warrants shall be able to exercise their Warrants only in accordance with the procedures set forth in this Agreement and the Warrant Certificate and only if (i) a registration statement relating to the exercise of the Warrants and issuance of the Warrant Shares upon such exercise is then in effect for effective under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) the exercise of such Warrants and the issuance of the Warrant Shares upon such exercise is exempt from the registration requirements of the Securities Act and such Warrant SharesShares are qualified for sale or exempt from registration or qualification under the applicable securities laws of the states in which the various Holders of the Warrants or other Persons to whom it is proposed that such Warrant Shares be issued upon exercise of the Warrants reside. In addition, Each Warrant not exercised prior to 5:00 p.m., New York City time, on March 29, 2015 (the delivery "Expiration Date") shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of any Warrant Shares that the Company such time. No adjustments as to dividends shall be obligated made upon exercise of the Warrants.
(b) In order to deliver upon proper exercise all or any of the Warrants, the Holder thereof must deliver to the Warrant Agent at its office set forth in Section 11 (i) the Warrant Certificate (in the case of Definitive Warrants), (ii) the form of election to purchase on the reverse thereof duly and properly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and (iii) subject to Section 3(f), payment to the Warrant Agent for the account of the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised, as provided in Section 3(a).
(c) If, at the time of the surrender of a beneficial interest in any Restricted Global Warrant or a Restricted Definitive Warrant in connection with any exercise of such Warrant, such exercise and the issuance of the Warrant Shares issuable upon such exercise shall comply not be registered under the Securities Act, it shall be a condition to such exercise and the issuance of such Warrant Shares that (i) the Holder of such Warrant furnish to the Company an investment letter substantially in the form of Exhibit B hereto and (ii) the Holder or each other Person to whom it is proposed that such Warrant Shares be issued qualify as an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act. The Company may waive compliance with such condition, in whole or in part, in its sole discretion.
(d) Subject to the provisions of Section 10, upon specific written instruction from the Company, the Warrant Agent shall deliver or cause to be delivered with all applicable federal reasonable dispatch, in such name or names as the Holder may designate in writing, a certificate or certificates for the number of whole Warrant Shares issuable upon exercise of the Warrants delivered by the Holder for exercise. Such certificate or certificates shall be deemed to have been issued and state laws, rules and regulations which require action any Person so designated to be taken 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 Warrants and, subject to Section 3(f), payment of the Exercise Price; provided, however, that if such Person would be so deemed to have become a holder of record of Warrant Shares as of a date of record referred to in Section 7(d), then, notwithstanding the foregoing, such Person shall be deemed to have become a holder of record of such Warrant Shares on the first Business Day immediately following such date of record.
(e) The Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part, provided that Warrants may not be exercised by any Holder for an amount less than 100 Warrant Shares unless such Holder only owns, in the aggregate, such lesser amount. If fewer than all the Warrants represented by a Warrant Certificate are exercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not exercised shall be executed promptly by the Company and delivered promptly to the Warrant Agent and, upon written notice thereof from the Company, the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall promptly deliver the new Warrant Certificate to the Person or Persons entitled to receive such new Warrant Certificate (as specified in writing by the Company. ).
(f) Subject to the terms and conditions last sentence of this Section 3(f), in lieu of making the payment of the Exercise Price in connection with the exercise of each Warrant pursuant to Section 3(a) (but in all other respects in accordance with the exercise procedure set forth above, as such exercise procedure may be adjusted to reflect the conversion referred to herein), the holder Holder of each Restricted Warrant may exercise the Warrants by:
(i) elect to convert such Restricted Warrant into shares of Common Stock by providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City timewith joint written notification of such election, in which event the Company shall issue to such Holder the number of shares of Common Stock calculated in accordance with the following formula: X = (A - B) x C ----------- A where X = the number of shares of Common Stock issuable upon exercise pursuant to this Section 3(f) A = the Closing Price on the Expiration Date, Business Day immediately preceding the date on which the Holder delivers the Warrant Exercise Notice shall be in the Certificate and form of an election to purchase to the Company pursuant to Section 3(b) B = the Exercise Price C = the number of shares of Common Stock as to which such Restricted Warrant Shares substantially set forth either is being exercised pursuant to Section 3(a) If the foregoing calculation results in a negative number, no shares of Common Stock shall be issued upon conversion pursuant to this Section 3(f). Notwithstanding any provision of this Agreement to the contrary, the Holder of any Restricted Warrant may elect to convert such Restricted Warrant into shares of Common Stock as provided in this Section 3(f) only if the Board of Directors shall determine that upon such conversion the Company shall receive consideration in an amount not less than the par value of the shares of Common Stock issuable upon such conversion. Any reference in this Agreement or any Warrant to exercise of a Warrant shall be deemed also to refer to conversion of a Restricted Warrant in accordance with this Section 3(f), as the context may require.
(xg) in Exhibit B-1 hereto, properly completed and executed All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the holder; provided that such written notice may only Warrant Agent. Such cancelled Warrant Certificates shall then be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed disposed of by the holder; provided that such written notice may only be submitted Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants held exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the book-entry facilities exercise of such Warrants.
(h) The Warrant Agent shall keep copies of this Agreement and any written notices given or received hereunder available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may reasonably request.
(i) For so long as the Holders of the DepositoryWarrants on the Issue Date continue to be the beneficial and record owners of at least 50% of all Warrants then outstanding, by or through persons that are direct participants in the Depository; andevent of:
(i) any taking by the Company of a record of the holders of any class of securities of the Company for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of Capital Stock of any class or any other securities or property, or to receive any other right, other than, in each case, (A) a regular quarterly or other periodic dividend publicly announced by the Company or provided for in the instrument governing such class of securities (including, without limitation, dividends payable on the Series A Preferred Stock pursuant to the Series A Certificate of Designation as in effect on the Issue Date or on the Series B Preferred Stock pursuant to the Series B Certificate of Designation as in effect on the Issue Date), (B) any other issuance of Series B Preferred Stock after the Issue Date pursuant to the Series B Certificate of Designation as in effect on the Issue Date or (C) a regular quarterly or other periodic payment of interest in cash or securities on any issue of the Company's indebtedness in accordance with the instrument governing such indebtedness, or
(ii) delivering no later than 5:00 p.m. New York City timethe proposed filing of a certificate of dissolution in connection with any Liquidation Event, then and in each such event the Company shall give or cause to be given to each Holder of the Warrants a written notice (with a copy thereof to the Warrant Agent) specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right and a description of such dividend, distribution or right or the date on which the filing of such certificate of dissolution is expected to be effected, as the case may be, and (ii) the date, if any, that is to be fixed, on which the business day immediately holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such event. Such notice shall be given at least 20 days prior to the applicable Settlement Date date specified in such notice on which such event, action or record is to be taken or on which the filing of such certificate of dissolution is expected to be effected. Any failure by the Company to provide any such notice required by this Section 3(i) shall not affect the validity of any event, action or record required to be specified in such notice.
(as defined belowj) Without limiting the generality of Section 3(i), such Warrants any notice required by Section 3(i) to be given to the Warrant Agent Holders of Warrants shall be deemed delivered (i) upon personal delivery to the Holder to be notified, (ii) when sent by book-entry transfer through the facilities confirmed telex or facsimile if sent during normal business hours of the Depositoryrecipient and, if such Warrants are represented by a Global Warrant Certificate; and
not, then on the next Business Day, (iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business five days after having been deposited into the U.S. mails or (iv) one day after deposit with a Warrant Exercise Notice is delivered is referred nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All notices required by Section 3(i) shall be sent to for all purposes under this Warrant Agreement as each Holder at such Holder's address appearing on the “Settlement Date”books of the Company.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Samples: Warrant Agreement (Welsh Carson Anderson Stowe Viii Lp)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms --------------------------------------- of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder shall have the right, which may be exercised at any timeon or after the date hereof until 5:00 p.m., and from time to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City TimeCity, New York time on November May 15, 2014 2006 (the “"Expiration Date”"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, that no Warrant holder shall -------- ------- be entitled to exercise such holder's Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act of 1933, as amended (the "Act"), relating to the Warrant Shares has been filed with, and declared effective by, the Securities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Act; and provided, further, that if the Company or a holder of Warrants reasonably -------- ------- believes that the exercise of any Warrant requires prior compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance. In additionEach Warrant, when exercised will entitle the holder thereof to purchase one (1) fully paid and nonassessable share of Common Stock at the Exercise Price (as defined in the Indenture). Each Warrant not exercised prior to the delivery Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of any Warrant Shares that the Company shall such time. No adjustments as to dividends will be obligated to deliver made upon proper exercise of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder shall have the right, which may be exercised commencing at any time, and from time to time, in whole or in part, during the period (x) commencing opening of business on the Exercise Date and ending at the close of business day on the Expiration Date (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereofperiod, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Time, on November , 2014 (the “Expiration Date”"Exercise Period"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the Exercise Price in the manner provided below. Each Holder may only exercise its right during the Exercise Period on a net basis, such that, without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price then that would otherwise have been paid by the Holder of the Warrant Shares had the Exercise Price been paid in effect for such cash. Each Warrant Shares. In addition, not exercised prior to the delivery Expiration Date shall become void and all rights in respect thereof under this Agreement shall cease as of any Warrant Shares that the Company shall such time. No adjustments as to dividends will be obligated to deliver made upon proper exercise of the Warrants. In order to exercise all or any of the Warrants represented by a Warrant Certificate, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
Holder thereof must (i) providing written notice of such election (the “Warrant Exercise Notice”) to surrender for exercise the Warrants Warrant Certificate to the Company and at the office of the Warrant Agent no later than 5:00 p.m. at its New York City timecorporate trust office, and (ii) deliver to the Company at the office of the Warrant Agent the form of election to purchase on the Expiration Datereverse thereof duly filled in and signed, which Warrant Exercise Notice signature shall be a medallion guaranteed by an institution which is a member of a Securities Transfer Association recognized signature guarantee program, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price, which is set forth in the form of an election to purchase Warrant Certificate as adjusted as herein provided, for the number of Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if which such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and chargesthen exercised. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”.
(b) For purposes of this Section 84, the following terms fair market value of the Warrants shall be determined as follows: (A) to the extent the Common Stock is publicly traded and listed on the Nasdaq National Market or a national securities exchange, the fair market value shall be equal to the greater of (1) the difference between (a) the average closing price as quoted on the Nasdaq National Market of the Common Stock for each of the 10 trading days immediately prior to the exercise date (or, if the Common Stock is listed on a national securities exchange, the average closing price as reported on such national securities exchange during such 10-trading-day period) and (b) the Exercise Price, and (2) zero; or (B) to the extent the Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value shall be equal to the value per share as determined in good faith by the Board of Directors of the Company. Upon surrender of Warrant Certificates and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates of Common Stock for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 12 hereof. Any such certificate or certificates representing the Warrant Shares 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 meanings set forth below:date of the surrender of such Warrant Certificates and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Exercise Date, at the election of the Holders thereof, either in full or from time to time in part. If less than all the Warrants represented by a Warrant Certificate are exercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not exercised shall be executed by the Company and delivered to the Warrant Agent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. 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 by or from the Company available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may reasonably request.
Appears in 1 contract
Samples: Warrant Agreement (Crown Castle International Corp)
Terms of Warrants; Exercise of Warrants. (a) Subject No Warrants of any series shall be exercisable unless notice is given to the terms holders thereof, by the Company at the Company's sole discretion, that Warrants of such series may be exercised (the date of such notice being referred to as the "Trigger Date"). Such notice (the "Trigger Notice") shall be given by the Company as provided in Section 12 of this Agreement, shall be accompanied or preceded by a prospectus covering the registration of the Warrant Agreement Shares under the Securities Act of 1933, as amended, and shall include (including without limitationi) the number of Warrant Shares issuable upon exercise of each Warrant of such series, Section 12(d(ii) the price to be paid for each Warrant Share issuable upon exercise of Warrants of such series (the "Exercise Price")), (iii) the expiration date for Warrants of such series (which shall be selected by the Company in its sole discretion, but which shall be a date no less than 14 Business Days after the date of mailing of such Trigger Notice)(the "Expiration Date") and (iv) such other terms and conditions as the Company in its sole discretion may impose. No Trigger Notice may be given by the Company and no Warrants will be exercisable by holders unless the Warrant Shares are registered under the Securities Act of 1933, as amended. From and after the giving of the Trigger Notice with respect to a series of Warrants until the close of business on the Expiration Date set forth therein, each Warrant holder shall have the right, which may be exercised at any time, and from time subject to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Time, on November , 2014 (the “Expiration Date”)of this Agreement, to exercise each Warrant the Warrants of that series as of a specified date (the "Effective Date") and receive from the Company the number of fully paid and nonassessable Warrant Shares (together with any Warrants of an Unexpired Series that are issuable in respect of such Warrant Shares) which the holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares. The Exercise Price for each series of Warrants is anticipated to be based on a discount from the market price of the Common Stock prior to the Trigger Date with respect to Warrants of that series. Each Warrant of a series not exercised prior to the Expiration Date for that series shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. However, any such non-exercise of a Warrant of a particular series shall not have any effect on a Warrant of any Unexpired Series. Save as expressly provided otherwise in this Agreement, no adjustments as to dividends will be made upon exercise of the Warrants. A Warrant may be exercised upon surrender to the Company at the principal corporate trust office of the Warrant Agent referred to in Section 12 (the "Warrant Agent Office") of a form of election to exercise duly filled in and signed, which signature shall be guaranteed by an "eligible guarantor" as defined in the regulations promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), together with the shares of Common Stock evidencing the Warrants to be exercised (the "Tendered Shares") and upon payment to the Warrant Agent for the account of the Company of the Exercise Price for each Warrant Share then exercised. Payment of the aggregate Exercise Price shall be made (i) in United States dollars or (ii) by certified or official bank check payable to the order of the Warrant Agent. The Exercise Price for all Warrants which have been exercised and the related Tendered Shares shall be held in escrow in a separate account by the Warrant Agent. Not later than the [______] Business Day following the Expiration Date, the Warrant Agent shall inform the Company and the Company shall issue a press release indicating the number of Warrants which have been exercised and the number of shares of Common Stock to be outstanding after giving effect to such exercises. The Company will request each of its shareholders to provide the Company written notice by the close of business on the [______] Business Day thereafter if, as a result of such exercises, there would be a risk that they would become a "5% Stockholder," as such term is defined in Article Fifth of the Company's Certificate of Incorporation. If any person would be at risk of becoming a 5% Stockholder as a result of such person's exercise of Warrants, the number of Warrants exercised by such person may, at the sole discretion of the Company and its tax counsel, be automatically, and without any further action by such person, reduced to the number of Warrants which would cause such person's ownership of Common Stock to be less than 5% or such number in excess of 5% as the Company and its tax counsel shall determine in their sole discretion. The Company will notify the Warrant Agent of the number of Warrants deemed exercised by each such person. In addition, prior to notwithstanding the delivery other provisions of any Warrant Shares that the Company shall be obligated to deliver upon proper exercise of this Agreement and the Warrants, the Company may limit the exercise of Warrants by pre-existing 5% Stockholders and shall comply with give notice to such holders of such limitation no later than [______] and any Warrants held by such person will be subject to such limitations. The Warrant Agent shall hold all applicable federal Tendered Shares until after the Expiration Date. No sooner than the close of business on the [______] Business Day following the Expiration Date, the Warrant Agent shall promptly return certificates representing the Tendered Shares (and state lawsrelated Unexpired Warrants) to the holders of those shares, rules pursuant to the written instruction of such holders. Not later than the close of business on the [______] Business Day following the Expiration Date, the Company shall give notice to the Warrant Agent of the shares of Common Stock (and regulations which require action related Unexpired Warrants) to be taken by the Company. Subject to the terms and conditions set forth hereinissued upon exercise of Warrants, the holder may exercise the Exercise Price for such Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants shall be delivered to the Company and the Company shall issue and cause to be delivered with all reasonable dispatch to the Warrant holder, pursuant to the written instruction of such holder, a certificate or certificates for the number of full Warrant Shares (and related Unexpired Warrants) issuable upon the exercise of such Warrants together with cash as provided in Section 8 hereof. Such certificate or certificates shall be deemed to have been issued and the holder thereof shall be deemed to have become a holder of record of such Warrant Shares (and related Unexpired Warrants) as of the Effective Date. The Warrant Agent no later than 5:00 p.m. New York City timeshall promptly return to the holders the Exercise Price (without interest) for any Warrants which the Company shall have determined may not be exercised, as provided above. In addition, if the Board of Directors of the Company determines at any time that the exercise of Warrants of any series will cause an unreasonable risk of an "ownership change" or an unintentional result on the Expiration Date"ownership change percentage," the Board of Directors may terminate such Warrants, which Warrant Exercise even if a Trigger Notice shall be in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted has been given with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to or if the Effective Date or Expiration Date for such series has occurred, and the Exercise Price for any Warrants of such series which have been received by the Warrant Agent shall be promptly returned to the holders of such Warrants, without interest. The holders of any Warrants shall be free to exercise all or any portion of their Warrants. Failure to exercise Warrants of one series shall not affect the Warrants of any unexpired series. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by book-entry transfer through the facilities holders of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and chargesduring normal business hours at its office. The date three business days after a Company shall supply the Warrant Exercise Notice is delivered is referred Agent from time to for all purposes under time with such numbers of copies of this Warrant Agreement as the “Settlement Date”Warrant Agent may request.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms --------------------------------------- of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on or after the business day Exercisability Date (as defined below) immediately following a period of 30 consecutive Trading Days ending prior toand until 5:00 p.m., but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime, on November , 2014 the six-month anniversary of the Exercisability Date (the “"Expiration Date”"), to exercise each Warrant and receive from the Company the --------------- number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price (as defined below) then in effect for such Warrant Shares together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof. If the Exercisability Date is on or prior to March 31, 2002, the Holders shall then be entitled to receive from the Company (on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In addition) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 20,575,507 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 1.153846 Warrant Shares) in the event the Adjustment Event (as defined in the Merger Agreement) has not occurred prior to the delivery of any Exercisability Date or (b) 17,832,106 Warrant Shares that the Company shall be obligated to deliver upon proper exercise of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in the form of an election to purchase aggregate) (with each Warrant Shares substantially set forth either (xbeing exercisable for 1.000000 Warrant Shares) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by event the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately Adjustment Event has occurred prior to the applicable Settlement Exercisability Date. If the Exercisability Date is after March 31, 2002 and on or prior to September 30, 2002, the Holder shall then be entitled to receive from the Company (as defined below), on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 11,302,039 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.633803 Warrant Shares) in the event the Adjustment Event has not occurred prior to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”.
Exercisability Date or (b) For purposes of this Section 8, 9,726,603 Warrant Shares (in the following terms shall have aggregate) (with each Warrant being exercisable for 0.545455 Warrant Shares) in the meanings set forth below:event the Adjustment Event has
Appears in 1 contract
Samples: Warrant Agreement (Endo Pharmaceuticals Holdings Inc)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder shall have the right, which may be exercised commencing at any time, and from time to time, in whole or in part, during the period (x) commencing opening of business on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior toExercisability Date and until 5:00 p.m., but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Time, time on November , 2014 (the “Expiration Date”), Date to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In addition; provided, prior however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the delivery of any Warrant Shares that has been filed with, and declared effective by, the Company shall be obligated to deliver upon proper exercise Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrants, Warrant Shares is permitted pursuant to an exemption from the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by registration requirements of the CompanySecurities Act. Subject to the terms and conditions set forth hereinprovisions of the following paragraph of this Section 8, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “each Warrant Exercise Notice”) not exercised prior to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities made upon exercise of the DepositoryWarrants. The Company shall give notice not less than 90, by or through persons that are direct participants in the Depository; and
(ii) delivering no later and not more than 5:00 p.m. New York City time120, on the business day immediately days prior to the applicable Settlement Expiration Date (as defined below), such to the Holders of all then outstanding Warrants to the Warrant Agent by book-entry transfer through effect that the facilities Warrants will terminate and become void as of the Depository5:00 p.m., if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:New York City
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, a Warrant Agreement (including without limitationshall be exercisable, Section 12(d)), each Warrant holder shall have at the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price election of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to Holder thereof, either in full or greater than $39.63 (as adjusted from time to time in accordance with part during the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Time, on November , 2014 (the “Expiration Date”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may period commencing at the time be entitled to receive opening of business on exercise of such Warrant December 29, 2016 and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In additionuntil 5:00 p.m., prior to the delivery of any Warrant Shares that the Company shall be obligated to deliver upon proper exercise of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on June 29, 2023 (the “Expiration DateTime”), which and shall entitle the Holder thereof to receive from the Partnership either: (i) Warrant Exercise Notice shall be in Units pursuant to the form of an election Partnership’s option to purchase Warrant Shares substantially set forth either effect a Net Unit Settlement pursuant to Section 4.01(c) or (xii) in Exhibit B-1 hereto, properly completed and executed by cash pursuant to the holderPartnership’s option to effect a Net Cash Settlement pursuant to Section 4.01(d); provided that Holders shall be able to exercise their Warrants only if the exercise of such written notice may only be submitted by a holder who holds Book-Entry Warrants is exempt from, or in compliance with, the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided other persons to whom it is proposed that such written notice may only any Warrant Units be submitted with respect to Warrants held through the book-entry facilities issued on exercise of the DepositoryWarrants reside. If all or any of the Warrants are exercised following the declaration of a distribution on Common Units, by no decrease to or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately rescindment of any such declared but unpaid distribution will be made. Each Warrant not exercised prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for Expiration Time shall become void and all Warrants being exercised (the “Exercise Amount”), together with rights thereunder and all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes rights in respect thereof under this Warrant Agreement agreement shall cease as the “Settlement Date”of such time.
(b) For purposes In order to exercise all or any of this Section 8the Warrants, the following terms shall Holder thereof must deliver to the Partnership (i) such Warrants and (ii) the form of election to exercise on the reverse thereof duly filled in and signed (the “Exercise Notice”). Following its receipt of any Exercise Notice, the Partnership will promptly provide written notice to the Warrant Agent whether (A) the Partnership elects (a “Net Unit Settlement Election”) to have the meanings exercise of Warrants set forth belowin the Exercise Notice (the “Warrant Exercise”) net unit settled pursuant to the procedures set forth in Section 4.01(c) (a “Net Unit Settlement”) or (B) the Partnership elects (a “Net Cash Settlement Election”) to have the Warrant Exercise net cash settled pursuant to the procedures set forth in Section 4.01(d) (a “Net Cash Settlement”); provided, however, that if the Partnership is unable to successfully accomplish full Net Unit Settlement for any reason (including the Partnership not having authorized or reserved sufficient Common Units therefor or pursuant to Section 3.09(d)), then the Partnership shall be required to elect Net Cash Settlement to the extent of such deficit.
(c) If the Partnership makes a Net Unit Settlement Election pursuant to Section 4.01(b) with respect to a Warrant Exercise, then the Warrant Exercise shall be “net unit settled” whereupon the Warrant will be converted into Common Units pursuant to a cashless exercise, after which the Partnership will issue to the Holder the Warrant Units equal to the result obtained by (i) subtracting B from A, (ii) dividing the result by A, and (iii) multiplying the difference by C as set forth in the following equation: X = ((A - B)/A) × C where:
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms --------------------------------------- of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on or after the business day Exercisability Date (as defined below) immediately following a period of 30 consecutive Trading Days ending prior toand until 5:00 p.m., but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime, on November , 2014 the six-month anniversary of the Exercisability Date (the “"Expiration Date”"), to exercise each Warrant and receive from the Company the --------------- number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price (as defined below) then in effect for such Warrant Shares together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof. If the Exercisability Date is on or prior to March 31, 2002, the Holders shall then be entitled to receive from the Company (on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In addition) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 20,575,507 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 1.153846 Warrant Shares) in the event the Adjustment Event (as defined in the Merger Agreement) has not occurred prior to the delivery of any Exercisability Date or (b) 17,832,106 Warrant Shares that the Company shall be obligated to deliver upon proper exercise of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in the form of an election to purchase aggregate) (with each Warrant Shares substantially set forth either (xbeing exercisable for 1.000000 Warrant Shares) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by event the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately Adjustment Event has occurred prior to the applicable Settlement Exercisability Date. If the Exercisability Date is after March 31, 2002 and on or prior to September 30, 2002, the Holder shall then be entitled to receive from the Company (as defined below), on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 11,302,039 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.633803 Warrant Shares) in the event the Adjustment Event has not occurred prior to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”.
Exercisability Date or (b) For purposes of this Section 89,726,603 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.545455 Warrant Shares) in the event the Adjustment Event has occurred prior to the Exercisability Date. If the Exercisability Date is after September 30, 2002 and on or prior to March 31, 2003 (the "Ultimate Expiration Date"), the following terms Holders shall have then be entitled to ------------------------ receive from the meanings set forth below:Company (on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 4,692,659 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.263158 Warrant Shares) the event the Adjustment Event has not occurred prior to the Exercisability Date or (b) 4,018,503 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.225352 Warrant Shares) in the event the Adjustment Event has
Appears in 1 contract
Samples: Warrant Agreement (Endo Pharmaceuticals Holdings Inc)
Terms of Warrants; Exercise of Warrants. (a) Subject Upon the terms and subject to the terms conditions of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder shall have the right, which may be exercised at any timecommencing (i) with respect to the Series A Warrants, and from time to time, in whole or in part, during the period (x) commencing on the business day first anniversary (as defined belowthe “Series A Exercise Date”) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price of the Common Stock for at least 20 date of issuance of the Trading Days within such 30-day period is equal to or greater than $39.63 Warrants (as adjusted from time to time in accordance with the terms hereof, the “Trigger PriceWarrant Issue Date”) and (yii) ending with respect to the Series B Warrants, on the third anniversary (the “Series B Exercise Date”) of the Warrant Issue Date, and terminating in the case of each of (i) and (ii) at 5:00 p.m. p.m., New York City Timetime, on November , 2014 (the “Expiration Date”), Date to exercise each Warrant and receive from the Company Under Armour the number of fully paid and nonassessable Warrant Underlying Shares which that the holder may at the time be entitled to receive on exercise of such Warrant and Warrants upon payment of the aggregate Exercise Price then in effect for such Warrant Underlying Shares. In additionNotwithstanding anything in this Agreement to the contrary, all of the Warrants shall become exercisable immediately prior to any Change of Control. A Warrant may be exercised upon surrender to Under Armour at any office or agency maintained for that purpose by Under Armour (each, a “Warrant Office”) of the delivery Warrant Certificates to be exercised with the form of any election to purchase on the reverse thereof duly completed and signed, which signature, if the holder of such Warrant Shares that the Company is not NFL Properties, shall be obligated guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the NASD, Inc., and upon payment to deliver upon proper exercise Under Armour of the WarrantsExercise Price as adjusted as herein provided for each of the Underlying Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash by Federal wire transfer in immediately available funds to the account designated by Under Armour or by certified or official bank check, payable to the Company shall comply with all applicable federal and state lawsorder of Under Armour; provided, rules and regulations however, that a holder so exercising may, in lieu of payment of the Exercise Price in cash, elect to receive a number of Underlying Shares equal to (A) the number of Underlying Shares for which require action such holder’s Warrants are exercised minus (B) the number of Underlying Shares having an aggregate Fair Market Value at the time of exercise equal to be taken the aggregate Exercise Price that would otherwise have been paid in respect of the Warrants by the CompanyWarrant holder (excluding any brokerage fees or other costs or commissions). Subject to the terms provisions of Section 4.02, upon surrender of Warrants and conditions set forth hereinpayment of the Exercise Price as provided above by any holder, Under Armour shall issue to such holder as soon as practicable but in no event later than three business days thereafter a certificate or certificates for the appropriate number of Underlying Shares to which such holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may exercise be directed in writing by such holder, and shall deliver such certificate or certificates representing the Warrants by:
Underlying Shares and any other securities or property (iincluding any money) providing written notice to such holder or any other Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 7.02. Any such certificate or certificates representing the Underlying Shares 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 election (Underlying Shares as of the “Warrant date of the surrender of such Warrants and payment of the Exercise Notice”) to exercise the Price. The Warrants shall be exercisable, subject to the Company and provisions of this Agreement, at the Warrant Agent no later election of the holders thereof, either in full or from time to time in part, and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than 5:00 p.m. New York City time, all of the Underlying Shares issuable on such exercise at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining Warrant or Warrants (which Warrant remaining Warrants will reflect the deduction of any Underlying Shares as a result of the payment of the Exercise Notice shall be Price on a net cashless basis as described in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior proviso to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”.
(b) For purposes second paragraph of this Section 84.01) will be issued, and the following terms duly executed Warrant Certificates will be delivered pursuant to the provisions of this Section 4.01. All Warrant Certificates surrendered upon exercise of Warrants shall have be canceled by Under Armour. Under Armour shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the meanings set forth below:holders during normal business hours at any Warrant Office.
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Warrantholder shall have the right, which may be exercised commencing at any time9:00 a.m. New York time on _______________, 2002___1 and from time to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime on________________, 2006,2 or if ________________, 2006 is a day on November which banking institutions are authorized to close, 2014 then on the next succeeding day which shall not be such a day (the “Expiration "Termination Date”"), to exercise each Warrant and receive purchase from the Company the number of fully paid and nonassessable Warrant Shares Units which the holder Warrantholder may at the that time be entitled to receive purchase on exercise of such Warrant or Warrants.
(b) A Warrant shall be exercised by surrender to the Company, at its principal office or at the principal office of the warrant agent, if any, of the certificate or certificates evidencing the Warrant to be exercised, together with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Company or to the warrant agent, if any, for the Account of the Company of the Exercise Price (as defined in accordance with the provisions of Section 8 hereof) for the number of Units in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price then shall be made in effect for cash or by check.
(c) Subject to Section 4 hereof, upon such surrender of a Warrant Certificate or Certificates and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrantholder exercising such Warrant Shares. In additionand in such name or names as such Warrantholder may designate, prior to a certificate or certificates for the delivery number of Units so purchased upon the exercise of such Warrant, together with cash, as provided in Section 7 hereof, in respect of any fractional Units 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 Units as of the date of receipt by the Company or the warrant agent, if any, of such Warrant Shares Certificate or Certificates and payment of the Exercise Price, as aforesaid; provided, however, that if at the date of surrender of such warrant certificate or Certificates and payment of such Exercise Price, the transfer books of the securities underlying the Units or other class of stock purchasable upon the exercise of such Warrant shall be closed, the certificate or certificates for the Units in respect of which such Warrant is then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Termination Date) and until such date the Company shall be obligated under no duty to deliver upon proper exercise any certificate for such Units; provided further, however, that the -------- 1 One year after the effective date of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”Registration Statement.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Warrantholder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on or after the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior toSeparability Date and until 5:00 p.m., but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime, on November May 1, 2014 2010 (the “"Expiration Date”"), to exercise each Warrant and receive from the Company upon the exercise of each Warrant the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price then in effect (as defined) for such Warrant Shares. In addition, Each Warrant not exercised prior to the delivery Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of any Warrant Shares that the Company shall such time. No adjustments as to dividends will be obligated to deliver made upon proper exercise of the Warrants. The price per share at which Warrant Shares shall be purchasable upon exercise of Warrants (the "Exercise Price") regardless of the Exercise Rate (as defined) then in effect, shall be equal to $0.01. A Warrant may be exercised upon surrender at the office or agency of the Company shall comply with all applicable federal and state lawsmaintained for such purpose, rules and regulations which require action to initially will be taken by at the principal office of the Company. Subject to , of the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise Certificate or Certificates evidencing the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in exercised with the form of an election to purchase Warrant Shares substantially set forth either on the reverse thereof (xthe "Election to Exercise") duly filled in Exhibit B-1 heretoand signed, properly completed and executed by the holder; provided that such written notice may only which signature shall be submitted guaranteed by a holder who holds Book-Entry Warrants or (y) participant in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”recognized Signature Guarantee Medallion Program.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Samples: Warrant Agreement (Jostens Inc)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement and the Warrant Agreement (including without limitationCertificates set forth as Annex A and B, Section 12(d))respectively, each the Warrant holder shall have the right, which may be exercised commencing at any time, and from time to time, in whole or in part, during the period (x) commencing opening of business on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior torespective dates set forth on the Warrant Certificates and until 5:00 p.m., but not includingPacific time on August 9, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Time, on November , 2014 2004 (the “Expiration Date”"Exercise Period"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the Warrant holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price in cash then in effect for such Warrant Shares. In addition, Each Warrant not exercised prior to 5:00 p.m., Pacific time, on August 9, 2004 shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends payable in cash will be made upon exercise of the delivery Warrants. A Warrant may be exercised upon surrender to the Company at its principal office of any the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Company of the exercise price (the "Exercise Price") which is set forth in the form of Warrant Certificates attached hereto as Annex A and B as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check payable to the order of the Company. Upon such surrender of Warrants and payment of the Exercise Price the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder in the name of the holder, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 11; PROVIDED, HOWEVER, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be obligated made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to deliver be delivered the full number of Warrant Shares issuable upon proper the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 11. Such certificate or certificates shall be deemed to have been issued to the holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the Company remaining Warrant or Warrants will be issued pursuant to the provisions of this Section. All Warrant Certificates surrendered upon exercise of Warrants shall comply with all applicable federal and state laws, rules and regulations which require action to be taken canceled by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice Such canceled Warrant Certificates shall then be disposed of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”Company.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder shall have the right, which may be exercised at any timeon or after the Separation Date until 5:00 p.m., and from time to timeNew York, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime on January 1, on November , 2014 2007 (the “"Expiration Date”"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares; provided, however, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless, at the time of exercise, (i) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), relating to the Warrant Shares has been filed with, and declared effective by, the Securities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Each Warrant, when exercised, will entitle the holder thereof to purchase 1.936 fully paid and nonassessable shares of Common Stock at the Exercise Price. Any Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Warrants may be exercised by surrendering to the Warrant Agent the Warrant Certificates evidencing the Warrants to be exercised with the accompanying form of election to purchase properly completed and executed, together with payment of the Exercise Price. Payment of the Exercise Price may be made (A) by tendering shares of Preferred Stock having an aggregate Liquidation Preference (as defined in the Certificate of Designation), plus, without duplication, accumulated and unpaid dividends, if any, at the time of tender equal to the Exercise Price, (B) by tendering Exchange Notes having an aggregate principal amount, plus accrued and unpaid interest, if any, at the time of tender equal to the Exercise Price, (C) by tendering Warrants having a fair market value equal to the Exercise Price, (D) in the form of cash or by certified or official bank check payable to the order of the Company or (E) by any combination of shares of Preferred Stock, Warrants and cash or Exchange Notes, Warrants and cash. For purposes of clause (C) above, the fair market value of the Warrants shall be determined as follows: (A) if the Common Stock is publicly traded and listed on the Nasdaq National Market or a national securities exchange, the fair market value shall be equal to the number of shares represented by such Warrant multiplied by the greater of (1) the difference between (a) the average closing price as quoted on the Nasdaq National Market of the Common Stock for each of the ten trading days immediately prior to the exercise date (or, if the Common Stock is listed on a national securities exchange, the average closing price as reported on such national securities exchange during such ten trading day period) and (b) the Exercise Price, and (2) zero; or (B) if the Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value of the Warrants shall be equal to the value per share as determined in good faith by the Board of Directors of the Company (the "Board of Directors"). In the event that Warrants, Preferred Stock or Exchange Notes are surrendered by a Warrant holder in payment of the Exercise Price, the Warrant Agent shall notify the Company of such, which notice shall also include the amount of the Exercise Price and the amount of cash, if any, received by the Warrant Agent as partial payment of the Exercise Price. Within a reasonable time of receiving such notice, the Company shall advise the Warrant Agent whether the Warrant Agent has received payment in full of the Exercise Price. In addition, prior the Warrant Agent shall provide such Preferred Stock to the delivery Transfer Agent and such Exchange Notes to the Exchange Note Trustee, who shall notify the Warrant Agent whether such Preferred Stock or Exchange Notes, as applicable, are in good form. After receiving a determination from the Company that the Warrant Agent has received full and proper payment of any the Exercise Price and confirmation from the Transfer Agent and the Exchange Note Trustee that such Preferred Stock or Exchange Notes, as applicable, are in good form, the Warrant Agent shall deliver the shares of Preferred Stock to the Transfer Agent and the Exchange Notes to the Exchange Note Trustee for cancellation. Subject to the provisions of Section 10 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash, if any, as provided in Section 16 hereof; provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (o) of Section 14 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be obligated to deliver made, upon proper exercise such surrender of Warrants and payment of the WarrantsExercise Price as aforesaid, the Successor Guarantor (as hereinafter defined), the Company shall comply with all applicable federal or the Warrant Agent, as applicable, shall, as soon as possible, but in any event not later than two business days thereafter, issue and state laws, rules and regulations which require action cause to be taken by delivered the Companyfull number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash, if any, as provided in Section 16 hereof. Subject 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 Warrants and payment of the Exercise Price. No fractional shares shall be issued upon exercise of any Warrants in accordance with Section 16 hereof. The Company will pay to the terms and conditions set forth herein, holder of the holder may Warrant at the time of exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants an amount in cash equal to the Company current market value of any such fractional share of Common Stock less a corresponding fraction of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part (in whole shares) and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent no later than 5:00 p.m. New York City timeis hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Expiration Date, which Company for such purpose. All Warrant Exercise Notice Certificates surrendered upon exercise of Warrants shall be in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed cancelled by the holder; provided that such written notice may only Warrant Agent. Such cancelled Warrant Certificates shall be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed held by the holder; provided that Warrant Agent until termination of its duties hereunder, at which time it shall deliver such written notice may only cancelled Warrants to any successor Warrant Agent, if applicable, otherwise to the Company. Upon receipt by the Company, such cancelled Warrant Certificates shall then be submitted disposed of by the Company in accordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior exercised and concurrently pay to the applicable Settlement Date (as defined below), such Warrants Company all monies or surrender to the Transfer Agent all shares of Preferred Stock or to the Exchange Note Trustee all Exchange Notes received by the Warrant Agent by book-entry transfer for the purchase of the Warrant Shares through the facilities exercise of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and chargesWarrants. The date three Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders during normal business days after a hours at its office. The Company shall supply the Warrant Exercise Notice is delivered is referred Agent from time to for all purposes under time with such numbers of copies of this Warrant Agreement as the “Settlement Date”Warrant Agent may request.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period date of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price original issuance of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal Warrant Certificates pursuant to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) of this Warrant Agreement and (y) ending at prior to 5:00 p.m. New York City Time, on November January 10, 2014 2011 (the “"Expiration Date”"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares; provided, however, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, anx xxx xxxxx xxx xegulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. In addition, prior to the delivery of any Warrant Shares that the Company shall be obligated to deliver upon proper exercise of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject Each Warrant, when exercised, will, as adjusted as provided herein, entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each Warrant not exercised prior to the terms Expiration Date shall become void and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease as of such election time. A Warrant may be exercised upon surrender to the Company at the principal corporate trust office of the Warrant Agent referred to in Section 20 (the “"Warrant Exercise Notice”Agent Office") to exercise of the Warrant Certificate or Warrant Certificates evidencing the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in exercised with the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly on the reverse thereof duly completed and executed signed, which signature shall be guaranteed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date (an "Eligible Guarantor Institution" as defined belowin Rule 17Ad-15(2) promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), such Warrants and upon payment to the Warrant Agent by book-entry transfer through for the facilities account of the DepositoryCompany of the exercise price of $309.88 (the "Exercise Price"), if such Warrants are represented by a Global as adjusted from time to time as herein provided, for each Warrant Certificate; and
(iii) paying Share then exercised. Payment of the applicable aggregate Exercise Price for all Warrant Shares being exercised in respect of a Warrant shall be made (a) in United States Dollars or (b) by certified or official bank check for United States Dollars made payable to the order of "NTL Incorporated". In lieu of payment of the aggregate Exercise Price as aforesaid and subject to applicable law, the holder of a Warrant may request the payment by the Company of the "Spread", which shall, subject to Section 14, be delivered by the Company by delivering to such Warrant holder a number of shares of Common Stock equal to (a)(i) the product of (x) the current market price per share of Common Stock (as of the date of receipt of the request to the Company), multiplied by (y) the number of Warrant Shares underlying the Warrants being exercised, minus (ii) the product of (x) the Exercise Price, multiplied by (y) the number of Warrant Shares underlying the Warrants being exercised, divided by (b) the current market price per share of Common Stock (as of the date of receipt of the request to the Company). Subject to the provisions of Section 8, upon such surrender of Warrants and payment of the aggregate Exercise Price, the Company shall issue and cause to be delivered promptly to or upon the written order of the holder and in such name or names, as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 14; provided, however, that if any Fundamental Transaction (as defined in Section 12(h)(1)) is proposed to be effected by the Company or a tender offer or an exchange offer for shares of Common Stock shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 14. 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 Warrants and payment of the aggregate Exercise Price. No fractional shares shall be issued upon exercise of any Warrants in accordance with Section 14. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part (in whole Warrant Shares) and, in the event that a Certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the Expiration Date, a new Certificate evidencing the remaining Warrant or Warrants will be promptly issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 7 and of Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Company in accordance with applicable law. The Warrant Agent shall (x) advise an authorized representative of the Company as directed by the Company at the end of each day on which Warrants were exercised (i) the “number of Warrant Shares issued upon exercise of a Warrant, (ii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrant Shares issuable after such exercise of the Warrant and (iii) such other information as the Company shall reasonably require and (y) concurrently pay to the Company all funds received by it in payment of the aggregate Exercise Amount”), together with all applicable taxes and chargesPrice. The date three Warrant Agent shall promptly confirm such information to the Company in writing. The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder available for inspection by the holders of the Warrants during normal business days after a hours at its office. The Company shall supply the Warrant Exercise Notice is delivered is referred Agent from time to for all purposes under time with such numbers of copies of this Warrant Agreement as the “Settlement Date”Warrant Agent may request.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Samples: Warrant Agreement (NTL Inc)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder of Warrants shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on or after the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior toSeparation Date and until 5:00 p.m., but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime, on November , 2014 (the “Expiration Date”), to exercise each Warrant and receive from the Company upon the delivery of written notice, which may be provided via e-mail or facsimile, the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price then in effect (as defined below) for such Warrant Shares. In addition, Each Warrant not exercised prior to the delivery of any Warrant Shares that the Company shall be obligated to deliver upon proper exercise of the Warrants5:00 p.m., the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration DateDate shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments in respect of dividends, interest or other income on or from any Warrant Share (or any other securities, property or other consideration for which a Warrant may become exercisable in accordance with this Agreement) will be made during the term of a Warrant or upon exercise of a Warrant. The price per share at which Warrant Exercise Notice Shares shall be in the form purchasable upon exercise of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise AmountPrice”) shall be equal to $1.39, subject to adjustment pursuant to Section 13. A Warrant may be exercised upon surrender at the office or agency of the Company maintained for such purpose, which initially will be the principal office of the Warrant Agent in Canton, Massachusetts of the Warrant Certificate or Certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof (the “Election to Exercise”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Warrants may be exercised at any time after the date hereof in whole and from time to time in part until 5:00 p.m. (ET) on February 23, 2008 (the "Expiration Date"). Each Warrant, when exercised in accordance with the terms hereof and upon payment in cash of the exercise price of $22.448 per share (the "Exercise Price") will entitle the holder thereof to acquire from the Company (and the Company shall issue to such holder of a Warrant) one fully paid and nonassessable share of the Company's authorized but unissued Common Stock (subject to adjustment as provided in Section 11). No cash dividend shall be paid to a holder of Warrant Agreement (including without limitationShares issuable upon the exercise of Warrants unless such holder was, Section 12(d))as of the record date for the declaration of such dividend, the record holder of such Warrant Shares. A Warrant may be exercised upon surrender to the Company at the Register Office of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, together with payment to the Company of the Exercise Price for each Warrant Share then exercised. In lieu of payment of the Exercise Price pursuant to the preceding paragraph, the Warrant holder shall have the right, which may be exercised at any time, and from time right to timerequire the Company to convert the Warrants, in whole or in partpart and at any time or times (the "Conversion Right"), during into shares of Common Stock by surrendering to the period Company the certificate or certificates evidencing the Warrant to be converted with the form of notice of conversion on the reverse thereof duly filled in and signed. Upon exercise of the Conversion Right, the Company shall deliver to the Warrant holder (without payment by the holder of the Warrant of any Exercise Price) that number of shares of Common Stock which is equal to the quotient obtained by dividing (x) commencing on the business day value of the number of Warrants being exercised at the time the Warrants are exercised (determined by subtracting the aggregate Exercise Price for all such Warrants immediately prior to the exercise of the Warrants from the aggregate Current Market Price (as defined belowin Section 11) of that number of Warrant Shares purchasable upon exercise of such Warrants immediately following prior to the exercise of the Warrants (taking into account all applicable adjustments pursuant to Section 11) by (y) the Current Market Price of one share of Common Stock immediately prior to the exercise of the Warrants. Subject to the provisions of Section 8 hereof, upon surrender of the Warrant certificate or certificates, the Company shall issue and deliver with all reasonable dispatch, to or upon the written order of the Warrant holder and in such name or names as the Warrant holder may designate, a period certificate or certificates for the number of 30 consecutive Trading Days ending prior toWarrant Shares issuable or other securities or property to which such holder is entitled hereunder upon the exercise of such Warrants, but not including, at the Company's option, any cash payable in lieu of fractional interests as provided in Section 12 hereof. 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 business day during which the Closing Price Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Company may issue fractional shares of Common Stock for upon exercise of any Warrants in accordance with Section 12 hereof. The Warrants shall be exercisable on or prior to the Expiration Date, at least 20 the election of the Trading Days within such 30-day period is equal to holders thereof, either at any time in whole or greater than $39.63 (as adjusted from time to time in accordance with part (in whole shares) and, in the terms hereof, event that a certificate evidencing Warrants is exercised in respect of fewer than all of the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Time, on November , 2014 (the “Expiration Date”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive issuable on exercise of such Warrant and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In addition, certificate at any time prior to the delivery Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Company will duly execute and deliver the required new Warrant certificate or certificates pursuant to the provisions of Section 4 and this Section 7. All Warrant certificates surrendered upon exercise of Warrants shall be canceled by the Company. Such canceled Warrant certificates shall then be disposed of in a manner satisfactory to the Company and in accordance with any applicable law. The Company shall account promptly in writing with respect to Warrants exercised and all monies received for the purchase of the Warrant Shares through the exercise of such Warrants. In the event that the Company shall be obligated to deliver upon proper exercise of the purchase or otherwise acquire Warrants, the Company may elect to have the Warrants canceled and retired. The Company shall comply with all applicable federal keep copies of this Agreement and state laws, rules and regulations which require action to be taken any notices given or received hereunder available for inspection by the Company. Subject to registered Warrant holders during normal business hours and upon reasonable notice at the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”Register Office.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Samples: Warrant Agreement (Weisel Thomas Partners Group LLC/Ca)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitationCertificate, Section 12(d))a Warrant shall be exercisable, each Warrant holder shall have at the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price election of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to Holder thereof, either in full or greater than $39.63 (as adjusted from time to time in accordance with part during the terms hereof, period commencing at the “Trigger Price”) opening of business on the Issue Date and (y) ending at 5:00 p.m. New York City until the Expiration Time, on November and shall entitle the Holder thereof to receive, 2014 (from the “Expiration Date”Company, Warrant Shares, which may be satisfied, at the Holder’s option, pursuant to a Net Share Settlement pursuant to Section 2.01(c), ; provided that Holders shall be able to exercise each Warrant and receive from their Warrants only if the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrant and payment Warrants is exempt from, or in compliance with, the registration requirements of the aggregate Exercise Price then Securities Act and all applicable Canadian securities laws requirements and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the state or province in effect for such which the Holder resides. Each Warrant Shares. In addition, not exercised prior to the delivery Expiration Time shall become void and all rights thereunder and all rights in respect thereof under this Warrant Certificate shall cease as of such time.
(b) In order to exercise all or any Warrant Shares that the Company shall be obligated to deliver upon proper exercise of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject Holder must deliver to the terms and conditions set forth herein, the holder may exercise the Warrants by:
Company (i) providing written notice this Warrant Certificate, and (ii) the form of such election to exercise appended hereto as Exhibit A duly filled in and signed (the “Exercise Notice”), which Exercise Notice shall set out whether the Holder has elected (a “Net Share Settlement Election”) to have the exercise of Warrants set forth in the Exercise Notice (the “Warrant Exercise NoticeExercise”) to exercise the Warrants net share settled pursuant to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in the form of an election to purchase Warrant Shares substantially procedures set forth either in Section 2.01(c) (xa “Net Share Settlement”).
(c) in Exhibit B-1 hereto, properly completed and executed by If the holder; provided that such written notice may only be submitted by Holder makes a holder who holds Book-Entry Warrants or (yNet Share Settlement Election pursuant to Section 2.01(b) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through a Warrant Exercise, then the book-entry facilities Warrant Exercise shall be “net share settled” whereupon the Warrant will in exchange for the payment of the DepositoryNet Share Settlement Election Price be converted into Common Shares, after which the Company will issue to the Holder the Warrant Shares equal to the result obtained by or through persons that are direct participants in the Depository; and
(i) subtracting B from A, (ii) delivering no later than 5:00 p.m. New York City timedividing the result by A, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
and (iii) paying multiplying the applicable aggregate difference by C as set forth in the following equation: X = ((A—B)/A) × C where: X = the Warrant Shares issuable upon exercise pursuant to this paragraph (c). A = the Market Value. B = the Exercise Price for all Price. C = the number of Common Shares as to which Warrants are then being exercised (the “Exercise AmountShares”). If the foregoing calculation results in X being a negative number, together with all applicable taxes and chargesthen no Common Shares shall be issued upon exercise pursuant to this paragraph (c). The date three business days after a Warrant Exercise Notice is delivered is referred amount added to for all purposes under this Warrant Agreement as the “stated capital of the Common Shares issued pursuant to the Net Share Settlement Date”Election shall be equal to the Net Share Settlement Election Price.
(bd) For purposes Upon compliance with the provisions set forth above, the Company shall deliver or cause to be delivered with all reasonable dispatch, 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, or reasonable evidence of book entries made by the transfer agent in respect of the Common Shares with respect to, the Warrant Shares issuable upon the exercise of such Warrants or other securities or property to which such Holder is entitled, provided that the number of Warrant Shares shall be rounded up to the nearest whole share, no fractional Common Shares will be issuable upon any exercise of the Warrants and the Holder will not be entitled to any cash payment or compensation in lieu of a fractional Common Share. Such certificate or certificates or other securities or property 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 or other securities or property, as of the date of the surrender of such Warrants, notwithstanding that the stock transfer books of the Company shall then be closed or the certificates or other securities or property have not been delivered.
(e) If less than all the Warrants represented by this Warrant Certificate are exercised, upon surrender of this Section 8Warrant Certificate, a new Warrant certificate of the same tenor and for the number of Warrants which were not exercised shall be executed by the Company and delivered to the Holder.
(f) Certificates or book entries representing Warrant Shares shall bear the following restricted legend:
(g) Notwithstanding anything to the contrary herein, unless otherwise agreed by the Company, the following terms Warrant Shares shall have be in uncertificated, book entry form as permitted by the meanings set forth below:Bylaws of the Company and the Business Corporations Act (Ontario).
Appears in 1 contract
Samples: Series a Notes and Common Share Purchase Agreement (Akumin Inc.)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, a Warrant Agreement (including without limitationshall be exercisable, Section 12(d)), each Warrant holder shall have at the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price election of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to Holder thereof, either in full or greater than $39.63 (as adjusted from time to time in accordance with part during the terms hereof, the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Time, on November , 2014 (the “Expiration Date”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may period commencing at the time be entitled to receive opening of business on exercise of such Warrant September 16, 2016 and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In additionuntil 5:00 p.m., prior to the delivery of any Warrant Shares that the Company shall be obligated to deliver upon proper exercise of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on March 16, 2023 (the “Expiration DateTime”), which Warrant Exercise Notice and shall be in entitle the form of an election Holder thereof to purchase receive from the Company either: (i) Warrant Shares substantially set forth either pursuant to the Company’s option to effect a Net Share Settlement pursuant to Section 4.01(c) or (xii) in Exhibit B-1 hereto, properly completed and executed by cash pursuant to the holderCompany’s option to effect a Net Cash Settlement pursuant to Section 4.01(d); provided that Holders shall be able to exercise their Warrants only if the exercise of such written notice may only be submitted by a holder who holds Book-Entry Warrants is exempt from, or in compliance with, the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided other persons to whom it is proposed that such written notice may only any Warrant Shares be submitted with respect to Warrants held through the book-entry facilities issued on exercise of the Depository, by or through persons that are direct participants in Warrants reside. No adjustments as to dividends will be made upon exercise of the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately Warrants. Each Warrant not exercised prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for Expiration Time shall become void and all Warrants being exercised (the “Exercise Amount”), together with rights thereunder and all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes rights in respect thereof under this Warrant Agreement agreement shall cease as the “Settlement Date”of such time.
(b) For purposes In order to exercise all or any of this Section 8the Warrants, the following terms shall Holder thereof must deliver to the Company (i) such Warrants and (ii) the form of election to exercise on the reverse thereof duly filled in and signed (the “Exercise Notice”). Following its receipt of any Exercise Notice, the Company will promptly provide written notice to the Warrant Agent whether (A) the Company elects (a “Net Share Settlement Election”) to have the meanings exercise of Warrants set forth belowin the Exercise Notice (the “Warrant Exercise”) net share settled pursuant to the procedures set forth in Section 4.01(c) (a “Net Share Settlement”) or (B) the Company elects (a “Net Cash Settlement Election”) to have the Warrant Exercise net cash settled pursuant to the procedures set forth in Section 4.01(d) (a “Net Cash Settlement”); provided, however, that if the Company is unable to successfully accomplish full Net Share Settlement for any reason (including the Company not having authorized or reserved sufficient shares of Common Stock therefor or pursuant to Section 3.09(d)), then the Company shall be required to elect Net Cash Settlement to the extent of such deficit.
(c) If the Company makes a Net Share Settlement Election pursuant to Section 4.01(b) with respect to a Warrant Exercise, then the Warrant Exercise shall be “net share settled” whereupon the Warrant will be converted into shares of Common Stock pursuant to a cashless exercise, after which the Company will issue to the Holder the Warrant Shares equal to the result obtained by (i) subtracting B from A, (ii) dividing the result by A, and (iii) multiplying the difference by C as set forth in the following equation: X = ((A - B)/A) × C where:
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. The initial exercise price per share at which Warrant Shares shall be purchasable upon the exercise of Warrants (athe "Exercise Price") shall be equal to $1.00 per share. Each Warrant shall be initially exercisable for one share of Common Stock. Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price date issuance of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereofWarrants until 5:00 p.m., the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime on February 22, on November , 2014 2004 (the “Expiration Date”"Exercise Period"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In addition, Each Warrant not exercised prior to the delivery of any Warrant Shares that the Company shall be obligated to deliver upon proper exercise of the Warrants5:00 p.m., the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on February 22, 2004 shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. A Warrant may be exercised upon surrender to the Expiration DateCompany at its principal office, which Warrant Exercise Notice is currently located at the address listed in Section 13 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a participant in a recognized Signature Guarantee Medallion Program and such other documentation as the Company may reasonably request, and upon payment to the Company for the account of the Company of the Exercise Price which is set forth in the form of an election to purchase Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares substantially set forth either in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (xi) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants cash or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no by certified or official bank check payable to the order of the Company in New York Clearing House Funds. Subject to the provisions of Section 5 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 10; provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (i) of Section 9 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than 5:00 p.m. New York City timetwo business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 10. 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 Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on the business day immediately such exercise at any time prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities date of expiration of the DepositoryWarrants, if such a new certificate evidencing the remaining Warrant or Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and chargeswill be issued. The date three business days after a Company may assume that any Warrant Exercise Notice presented for exercise is delivered is referred permitted to be so exercised under applicable law and shall have no liability for all purposes under this acting in reliance on such assumption. All Warrant Agreement as Certificates surrendered upon exercise of Warrants shall be cancelled by the “Settlement Date”.
(b) For purposes Company. The Company shall keep copies of this Section 8, Agreement and any notices given or received hereunder available for inspection by the following terms shall have the meanings set forth below:holders with reasonable prior written notice during normal business hours at its office.
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. The initial exercise price per share at which Warrant Shares shall be purchasable upon the exercise of Warrants (athe “Exercise Price”) shall be equal to $0.01 per share. Each Warrant shall be initially exercisable for one share of Common Stock. Subject to the terms of this Warrant Agreement (including without limitationAgreement, Section 12(d)), each Warrant holder the Holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price date issuance of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and (y) ending at Warrants until 5:00 p.m. New York City TimeEST on September 1, on November , 2014 2009 (the “Expiration DateExercise Period”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrant Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In addition, Each Warrant not exercised prior to the delivery 5:00 p.m. EST on September 1, 2009 shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of any such time. A Warrant Shares that may be exercised upon surrender to the Company shall be obligated to deliver upon proper exercise at its principal office, which is currently located at the address listed in Section 13 hereof, of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase attached hereto as Exhibit B duly filled in and signed, which signature, in the case of shares to be issued to a person other than the Holder, shall be guaranteed by a participant in a recognized Signature Guarantee Medallion Program and such other documentation as the Company may reasonably request, and upon payment to the Warrant Agent no later than 5:00 p.m. New York City time, on Company for the Expiration Date, account of the Company of the Exercise Price which Warrant Exercise Notice shall be is set forth in the form of an election to purchase Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares substantially set forth either in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check payable to the order of the Company or may be made by Warrant Exchange, as defined below. At any time during the Exercise Period, the Holder may, at its option, exchange the Warrants, in whole or in part (x) a “Warrant Exchange”), for the number of Warrant Shares determined in Exhibit B-1 heretoaccordance with this paragraph, properly completed by surrendering the Warrants to be exchanged at the principal office of the Company or at the office of its transfer agent, accompanied by a notice stating such Holder’s intent to effect such exchange, the number of Warrants to be exchanged and executed the date on which the Holder requests that such Warrant Exchange occur (the “Notice of Exchange”). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the holder; provided that Company (the “Exchange Date”). Certificates for the Warrant Shares issuable upon such written notice may only Warrant Exchange and, if applicable, a new warrant of like tenor evidencing Warrants for the balance of the Warrant Shares remaining subject to this Warrant, shall be submitted by a holder who holds Book-Entry Warrants or issued as of the Exchange Date and delivered to the Holder within three (y3) in Exhibit B-2 heretobusiness days following the Exchange Date. In connection with any Warrant Exchange, properly completed the Warrant to be exchanged shall represent the right to subscribe for and executed acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the holder; provided that such written notice may only be submitted with respect to Warrants held through Holder in its Notice of Exchange (the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
“Total Number”) less (ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior number of Warrant Shares equal to the applicable Settlement Date quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the current Fair Market Value (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities ) of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”share of Common Stock.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (Agreement, including without limitation, Section 12(d)3.06(c), each a Warrant holder shall have be exercisable, at the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing on the business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price election of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to Holder thereof, either in full or greater than $39.63 (as adjusted from time to time in accordance with part during the terms hereofperiod commencing 9:00 a.m., the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime, on November October 3, 2014 2020 and until 5:00 p.m., New York City time, on October 2, 2025 (the “Expiration DateTime”), and shall entitle the Holder thereof to exercise each receive Warrant and receive Shares from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time Company. No adjustments as to dividends will be entitled to receive on made upon exercise of such the Warrants. Each Warrant and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In addition, not exercised prior to the delivery Expiration Time shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.
(b) In order to exercise all or any Warrant Shares that the Company shall be obligated to deliver upon proper exercise of the Warrants, the Holder thereof must deliver to the Company notice substantially in the form of the election to exercise set forth on the reverse of the Form Certificate duly filled in and signed (the “Exercise Notice”). Following its receipt of any Exercise Notice, the Company shall comply with all applicable federal promptly (and state lawsin any event, rules and regulations which require action to be taken by the Company. Subject within three (3) Business Days) provide written notice to the terms and conditions Warrant Agent whether (A) the Company elects (a “Net Share Settlement Election”) to have the exercise of Warrants set forth herein, in the holder may exercise the Warrants by:
(i) providing written notice of such election Exercise Notice (the “Warrant Exercise NoticeExercise”) net share settled pursuant to the procedures set forth in Section 4.01(c) (a “Net Share Settlement”) or (B) the Company elects (a “Full Share Settlement Election”) to exercise have the Warrants Warrant Exercise settled solely in shares of Common Stock pursuant to the procedures set forth in Section 4.01(d) (a “Full Share Settlement”). If the Company and shall not have provided such a notice to the Warrant Agent no later than by 5:00 p.m. p.m., New York City time, on the Expiration Datethird (3rd) Business Day following the Company’s receipt of any such Exercise Notice, which Warrant Exercise Notice shall the Company will be in the form of an election deemed to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by have made a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted Full Share Settlement Election with respect to the Warrants held through to which such Exercise Notice relates, as of such time.
(c) If the book-entry facilities Company makes a Net Share Settlement Election pursuant to Section 4.01(b) with respect to the Warrant Exercise, then the Warrant Exercise shall be “net share settled” whereupon Warrant will be converted into shares of Common Stock pursuant to a cashless exercise, after which the DepositoryCompany will issue to the Holder the Warrant Shares equal to the result obtained by (i) subtracting B from A, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City timedividing the result by A, and (iii) multiplying the difference by C as set forth in the following equation: where: X = the Warrant Shares issuable upon exercise pursuant to this paragraph (c). A = the Market Value of a share of Common Stock as of the date on which the business day immediately Holder delivers the applicable Exercise Notice. B = the Exercise Price per share of Common Stock. C = with respect to the Warrant then being exercised, the number of shares of Common Stock for which such Warrant is exercisable, prior to the applicable Net Share Settlement Date procedures pursuant to this paragraph (c). If the foregoing calculation results in a negative number, then no shares of Common Stock shall be issued upon exercise pursuant to this paragraph (c). The Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this Agreement to make, any calculations in respect of any Net Share Settlements. The number of Warrant Shares to be issued on such Net Share Settlement will be determined by the Company (with written notice thereof to the Warrant Agent) using the formula set forth in this Section 4.01(c). The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the number of Warrant Shares to be issued on such exercise, pursuant to this Section 4.01(c) is accurate or correct.
(d) If a Full Share Settlement Election is made pursuant to Section 4.01(b) with respect to a Warrant Exercise, then within one (1) Business Day following the date of the Full Share Settlement Election, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price multiplied by the number of Warrant Shares issuable as defined below)to which the Warrant was so exercised in cash or via wire transfer of immediately available funds; provided that the failure to deliver payment shall not prejudice the Holder’s right to receive the number of shares of Common Stock into which the Warrant is exercisable upon payment of the Exercise Price.
(e) Upon compliance with the provisions set forth above, the Company shall promptly deliver or cause to be delivered, 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 whole Warrant Shares issuable upon the exercise of such Warrants or other securities or property to which such Holder is entitled, together with cash in lieu of fractional shares as provided in Section 6.02. Such certificate or certificates or other securities or property 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 or other securities or property, as of the date of the delivery of the Exercise Notice, notwithstanding that the stock transfer books of the Company shall then be closed or the certificates or other securities or property have not been delivered. If applicable, the Company shall provide to the Warrant Agent an initial funding of one thousand dollars ($1,000) for the purpose of issuing cash in lieu of fractional shares. From time to time thereafter, the Warrant Agent may request additional funding to cover fractional payments. The Warrant Agent shall have no obligation to make fractional payments unless the Company shall have provided the necessary funds to pay in full all amounts due and payable with respect thereto.
(f) The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its office upon reasonable notice to the Warrant Agent by the Holders. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may reasonably request.
(g) Certificates, if any, representing Warrant Shares shall bear a Restricted Legend (with all references to Warrants therein replaced by references to Common Stock, and with such changes thereto as the Company may deem appropriate) if (i) the Warrants for which they were issued carried a Restricted Legend or (ii) the Warrant Shares are issued in a transaction exempt from registration under the Securities Act (other than the exemption provided by Section 3(a)(9) of the Securities Act), in each case until and unless the circumstances set forth in Section 3.01(b) apply to such Warrant Shares, and any transfers thereof shall comply with the Restricted Legend.
(h) Notwithstanding anything to the contrary herein, (i) unless otherwise agreed by the Company and the Holder, the Warrant Shares shall be in uncertificated, book-entry transfer form as permitted by the by-laws of the Company and the laws of the Delaware General Corporation Law, and (ii) delivery of Warrant Shares upon exercise of a Warrant shall be made to the applicable Holder through the facilities of the Depository, if The Depository Trust Company as directed by such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”Holder unless such Holder shall otherwise instruct.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Samples: Warrant Agreement (J.Jill, Inc.)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder Holder shall have the right, which may be exercised at any time, time and from time to time, in whole or in part, time during the period (x) commencing on the business 21st calendar day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during the date on which the Closing Price Company sends to its stockholders the information statement required pursuant to Regulation 14C under the Securities Exchange Act of 1934, as amended, in connection with stockholder approval of the Common Stock for at least 20 issuance of the Trading Days within such 30-day period is equal Warrants and the Warrant Shares upon exercise or conversion thereof, and ending immediately prior to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof5:00 p.m., the “Trigger Price”) and (y) ending at 5:00 p.m. New York City Timetime, on November March 29, 2014 2015 (the “Expiration DateExercise Period”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable non-assessable Warrant Shares which the holder Holder may at the time be entitled to receive on upon exercise of such Warrant and payment Warrants upon payment, subject to Section 3(f), of $0.60 per share of Common Stock, as adjusted from time to time in accordance with Section 7 (the “Exercise Price”), in cash, by wire transfer or by certified or official bank check payable to the order of the aggregate Exercise Price Company; provided that Holders holding Warrants shall be able to exercise their Warrants only in accordance with the procedures set forth in this Agreement and the Warrant Certificate and only if (i) a registration statement relating to the exercise of the Warrants and issuance of the Warrant Shares upon such exercise is then in effect for effective under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) the exercise of such Warrants and the issuance of the Warrant Shares upon such exercise is exempt from the registration requirements of the Securities Act and such Warrant SharesShares are qualified for sale or exempt from registration or qualification under the applicable securities laws of the states in which the various Holders of the Warrants or other Persons to whom it is proposed that such Warrant Shares be issued upon exercise of the Warrants reside. In addition, Each Warrant not exercised prior to 5:00 p.m., New York City time, on March 29, 2015 (the delivery “Expiration Date”) shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of any Warrant Shares that the Company such time. No adjustments as to dividends shall be obligated made upon exercise of the Warrants.
(b) In order to deliver upon proper exercise all or any of the Warrants, the Holder thereof must deliver to the Warrant Agent at its office set forth in Section 11 (i) the Warrant Certificate (in the case of Definitive Warrants), (ii) the form of election to purchase on the reverse thereof duly and properly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and (iii) subject to Section 3(f), payment to the Warrant Agent for the account of the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrants are then exercised, as provided in Section 3(a).
(c) If, at the time of the surrender of a beneficial interest in any Restricted Global Warrant or a Restricted Definitive Warrant in connection with any exercise of such Warrant, such exercise and the issuance of the Warrant Shares issuable upon such exercise shall comply not be registered under the Securities Act, it shall be a condition to such exercise and the issuance of such Warrant Shares that (i) the Holder of such Warrant furnish to the Company an investment letter substantially in the form of Exhibit B hereto and (ii) the Holder or each other Person to whom it is proposed that such Warrant Shares be issued qualify as an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. The Company may waive compliance with such condition, in whole or in part, in its sole discretion.
(d) Subject to the provisions of Section 10, upon specific written instruction from the Company, the Warrant Agent shall deliver or cause to be delivered with all applicable federal reasonable dispatch, in such name or names as the Holder may designate in writing, a certificate or certificates for the number of whole Warrant Shares issuable upon exercise of the Warrants delivered by the Holder for exercise. Such certificate or certificates shall be deemed to have been issued and state laws, rules and regulations which require action any Person so designated to be taken 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 Warrants and, subject to Section 3(f), payment of the Exercise Price; provided, however, that if such Person would be so deemed to have become a holder of record of Warrant Shares as of a date of record referred to in Section 7(d), then, notwithstanding the foregoing, such Person shall be deemed to have become a holder of record of such Warrant Shares on the first Business Day immediately following such date of record.
(e) The Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part, provided that Warrants may not be exercised by any Holder for an amount less than 100 Warrant Shares unless such Holder only owns, in the aggregate, such lesser amount. If fewer than all the Warrants represented by a Warrant Certificate are exercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not exercised shall be executed promptly by the Company and delivered promptly to the Warrant Agent and, upon written notice thereof from the Company, the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall promptly deliver the new Warrant Certificate to the Person or Persons entitled to receive such new Warrant Certificate (as specified in writing by the Company. ).
(f) Subject to the terms and conditions last sentence of this Section 3(f), in lieu of making the payment of the Exercise Price in connection with the exercise of each Warrant pursuant to Section 3(a) (but in all other respects in accordance with the exercise procedure set forth above, as such exercise procedure may be adjusted to reflect the conversion referred to herein), the holder Holder of each Restricted Warrant may exercise the Warrants by:
(i) elect to convert such Restricted Warrant into shares of Common Stock by providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City timewith joint written notification of such election, in which event the Company shall issue to such Holder the number of shares of Common Stock calculated in accordance with the following formula: X = (A - B) x C X = the number of shares of Common Stock issuable upon exercise pursuant to this Section 3(f) A = the Closing Price on the Expiration Date, Business Day immediately preceding the date on which the Holder delivers the Warrant Exercise Notice shall be in the Certificate and form of an election to purchase to the Company pursuant to Section 3(b) B = the Exercise Price C = the number of shares of Common Stock as to which such Restricted Warrant Shares substantially set forth either is being exercised pursuant to Section 3(a) If the foregoing calculation results in a negative number, no shares of Common Stock shall be issued upon conversion pursuant to this Section 3(f). Notwithstanding any provision of this Agreement to the contrary, the Holder of any Restricted Warrant may elect to convert such Restricted Warrant into shares of Common Stock as provided in this Section 3(f) only if the Board of Directors shall determine that upon such conversion the Company shall receive consideration in an amount not less than the par value of the shares of Common Stock issuable upon such conversion. Any reference in this Agreement or any Warrant to exercise of a Warrant shall be deemed also to refer to conversion of a Restricted Warrant in accordance with this Section 3(f), as the context may require.
(xg) in Exhibit B-1 hereto, properly completed and executed All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the holder; provided that such written notice may only Warrant Agent. Such cancelled Warrant Certificates shall then be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed disposed of by the holder; provided that such written notice may only be submitted Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants held exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the book-entry facilities exercise of such Warrants.
(h) The Warrant Agent shall keep copies of this Agreement and any written notices given or received hereunder available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may reasonably request.
(i) For so long as the Holders of the DepositoryWarrants on the Issue Date continue to be the beneficial and record owners of at least 50% of all Warrants then outstanding, by or through persons that are direct participants in the Depository; andevent of:
(i) any taking by the Company of a record of the holders of any class of securities of the Company for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of Capital Stock of any class or any other securities or property, or to receive any other right, other than, in each case, (A) a regular quarterly or other periodic dividend publicly announced by the Company or provided for in the instrument governing such class of securities (including, without limitation, dividends payable on the Series A Preferred Stock pursuant to the Series A Certificate of Designation as in effect on the Issue Date or on the Series B Preferred Stock pursuant to the Series B Certificate of Designation as in effect on the Issue Date), (B) any other issuance of Series B Preferred Stock after the Issue Date pursuant to the Series B Certificate of Designation as in effect on the Issue Date or (C) a regular quarterly or other periodic payment of interest in cash or securities on any issue of the Company’s indebtedness in accordance with the instrument governing such indebtedness, or
(ii) delivering no later than 5:00 p.m. New York City timethe proposed filing of a certificate of dissolution in connection with any Liquidation Event, then and in each such event the Company shall give or cause to be given to each Holder of the Warrants a written notice (with a copy thereof to the Warrant Agent) specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right and a description of such dividend, distribution or right or the date on which the filing of such certificate of dissolution is expected to be effected, as the case may be, and (ii) the date, if any, that is to be fixed, on which the business day immediately holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such event. Such notice shall be given at least 20 days prior to the applicable Settlement Date date specified in such notice on which such event, action or record is to be taken or on which the filing of such certificate of dissolution is expected to be effected. Any failure by the Company to provide any such notice required by this Section 3(i) shall not affect the validity of any event, action or record required to be specified in such notice.
(as defined belowj) Without limiting the generality of Section 3(i), such Warrants any notice required by Section 3(i) to be given to the Warrant Agent Holders of Warrants shall be deemed delivered (i) upon personal delivery to the Holder to be notified, (ii) when sent by book-entry transfer through the facilities confirmed telex or facsimile if sent during normal business hours of the Depositoryrecipient and, if such Warrants are represented by a Global Warrant Certificate; and
not, then on the next Business Day, (iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business five days after having been deposited into the U.S. mails or (iv) one day after deposit with a Warrant Exercise Notice is delivered is referred nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All notices required by Section 3(i) shall be sent to for all purposes under this Warrant Agreement as each Holder at such Holder’s address appearing on the “Settlement Date”books of the Company.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Samples: Warrant Agreement (Itc Deltacom Inc)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement (including without limitation, Section 12(d))Agreement, each Warrant holder shall have the right, which may be exercised at any time, and from time on or after the date of the occurrence of the earliest of: (i) immediately prior to time, in whole or in part, during the period (x) commencing on the business day occurrence of a Change of Control (as defined belowin the Indenture); (ii) immediately the 60th day (or such earlier date as determined by the Company in its sole discretion) following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 Public Equity Offering (as adjusted from time to time defined in accordance with the terms hereofIndenture); or (iii) February 15, the “Trigger Price”1998 (each, an "Exercise Event") and (y) ending at 5:00 p.m. New York City Timeon or prior to the close of business on August 15, on November , 2014 2004 (the “"Expiration Date”), ") to exercise each Warrant Warrants and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price for such Warrant Shares; provided that upon any such exercise no holder shall be entitled to sell or transfer such holder's Warrants Shares at any time unless, at the time of such sale or transfer, (i) a registration statement under the Securities Act covering the offer and sale of the Warrant Shares has been filed with, and declared effective by, the Securities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (ii) the offer and sale of the Warrant Shares to the Warrant holder are exempt from registration under the Securities Act and the holder of the Warrants, if so requested by the Company, has delivered to the Company an opinion of counsel to such effect. Each Initial Warrant, when exercised, will entitle the holder thereof to purchase 0.134484 fully paid and nonassessable shares of Class A Common Stock at the Exercise Price. The Number of Shares is subject to adjustment under certain circumstances as provided herein by Section 15. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. A Warrant may be exercised at any time on or after the occurrence of an Exercise Event at the election of the holder thereof, either in full or from time to time in part (in whole shares) upon surrender to the Company at the principal office of the Warrant Agent of the Warrant Certificate or Certificates to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by an "eligible guarantor" as defined in the regulations promulgated under the Exchange Act and upon payment to the Warrant Agent for the account of the Company of the Exercise Price, as adjusted as herein provided, for each Warrant then exercised. Payment of the aggregate Exercise Price shall be made in the form of cash or a certified or official bank or bank cashier's check payable to the order of the Company. Subject to the provisions of Section 10 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of whole Warrant Shares issuable upon the exercise of such Warrants together with any cash which may be payable as provided in Section 17 hereof. 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 Warrants and payment of the aggregate Exercise Price then Price. No fractional shares shall be issued upon exercise of any Warrants in effect for such Warrant Sharesaccordance with Section 17 hereof. In addition, the event that a Warrant Certificate is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the delivery of any Expiration Date, a new Warrant Shares that Certificate evidencing the Company shall remaining Warrant or Warrants will be obligated to deliver upon proper exercise of the Warrantsissued, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City timeis hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Expiration Date, which Company for such purpose. All Warrant Exercise Notice Certificates surrendered upon exercise of Warrants shall be in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed canceled by the holder; provided that such written notice may only Warrant Agent. Such canceled Warrant Certificates shall then be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed disposed of by the holder; provided that such written notice may only be submitted Company in accordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior exercised and concurrently pay to the applicable Settlement Date (as defined below), such Warrants to Company all monies received by the Warrant Agent by book-entry transfer for the purchase of the Warrant Shares through the facilities exercise of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and chargesWarrants. The date three Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Warrant holders during normal business days after a hours at its office. The Company shall supply the Warrant Exercise Notice is delivered is referred Agent from time to for all purposes under time with such numbers of copies of this Warrant Agreement as the “Settlement Date”Warrant Agent may request.
(b) For purposes of this Section 8, the following terms shall have the meanings set forth below:
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Warrants shall expire at 5:00 p.m., New York, New York time on September 18, 1998, or such later date as may be determined in accordance with paragraph (h) of this Section 7 or pursuant to Section 20 hereof (the "Expiration Date"). Each Warrant Agreement (including without limitation, Section 12(d)), each Warrant holder shall have the right, which may be exercised at on any time, and from time to time, in whole or in part, during the period (x) commencing on the business day Business Day (as defined below) immediately following a period on or after the date of 30 consecutive Trading Days ending prior to, but not including, such business day during which this Warrant Agreement (the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”"Exercisability Date") and (y) ending at 5:00 p.m. New York City Time, on November , 2014 (the “Expiration Date”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrant and payment of the aggregate Exercise Price then in effect for such Warrant Shares. In addition, or prior to the delivery of any Expiration Date. Each Warrant Shares that the Company shall be obligated not exercised prior to deliver upon proper exercise of the Warrants5:00 p.m., the Company shall comply with all applicable federal and state lawsNew York, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by:
(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent no later than 5:00 p.m. New York City time, on the Expiration Date, which Warrant Exercise Notice Date shall be become void and all rights thereunder and all rights in the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and
(ii) delivering no later than 5:00 p.m. New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and
(iii) paying the applicable aggregate Exercise Price for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes thereof under this Warrant Agreement shall cease as the “Settlement Date”of such time.
(b) Subject to the provisions of this Agreement, the holder of each Warrant shall have the right to purchase from the Company on or after the Exercisability Date and on or prior to the Expiration Date, one (1) fully paid, registered and nonassessable Warrant Share, subject to adjustment in accordance with Section 13 hereof, at the purchase price of twenty-eight dollars ($28.00) for each Warrant exercised (the "Exercise Price"). The number or amount of Warrant Shares for which a Warrant may be exercised, as adjusted pursuant hereto, is referred to herein as the "Exercise Rate." For purposes of this Section 87 and elsewhere in this Agreement, the following terms shall have the meanings set forth belowprovided hereafter:
Appears in 1 contract