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Warrant Call Sample Clauses

Warrant Call. (a) If at any time the current market value of a share of Common Stock (determined in accordance with Section 11 hereof) equals or exceeds three times the Exercise Price then in effect for a period of 20 consecutive trading days then, at any time during the five trading day period following the last day of such 20 day period the Company may, at its option, accelerate the expiration of the Warrants to a date not less than 30 days from the date written notice thereof (the "Call Notice") is sent to the Registered Holders of the Warrants provided (i) a registration statement covering the Warrant Shares filed under the Act has been declared effective and remains effective on the date fixed for expiration of the Warrants (the "Call Date"), (ii) the Warrants and Warrant Shares are not subject to a lock-up agreement and (iii) on each day during such 20 consecutive day trading period the Common Stock was traded on a national securities exchange, included for quotation on the Nasdaq SmallCap Market or National Market System or reported by the NASD Over the Counter Bulletin Board. (b) If the conditions set forth in Section 9(a) are met, and the Company desires to exercise its right to accelerate the exercise date of the Warrants, it shall mail a Call Notice to each of the Registered Holders of the Warrants, first class, postage prepaid, at their last address as shall appear on the records maintained pursuant to Section 6(b). Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. (c) The Call Notice shall specify (i) the Call Date, which shall be no later than the 60th day following the last day of the 20 consecutive day trading period referred to in Section 9(a), and (ii) that the right to exercise the Warrant shall terminate at 5:00 P.M. (New York time) on the Call Date. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such acceleration of the Expiration Date except as to a Registered Holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Secretary or an Assistant Secretary of the Company that the Call Notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (d) Any right to exercise a Warrant shall terminate at 5:00 P.M. (New York time) on the Call Date. After 5:00 p.m. (New York time) on th...
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Warrant Call. The Company may call the Warrant at any time after the closing bid price for the common stock of the Company has been at or above $0.60 per share for five (5) consecutive trading days, regardless of whether an SB-2 Registration Statement has been filed or declared effective by the U.S. Securities and Exchange Commission (the "SEC"). (i) The Warrant shall expire forty-five (45) days from the date the Warrant is called (the "Call Date") by the Company. The forty-five day period from the Call Date is hereinafter referred to as the "Mandatory Warrant Exercise Period".
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Warrant Call. At any time after the closing bid of the Common Stock exceeds Four Dollars ($4.00) per share for ten (10) consecutive trading days or more, the Company may require the Holder to exercise all or any portion of this Warrant within seventy-two (72) hours of the Company providing written notice to the Holder of the Company's intention to call the Warrant. In the event this Warrant has not been exercised by written notice within such seventy-two (72) hour notice period, this Warrant will terminate as of such date and be cancelled and may not be exercised thereafter.
Sample 1
Warrant Call. At any time or from time to time after the Registration Statement (as defined in Section 8(b) hereof) has been declared effective, the Company, at its option, may, upon written notice to the Holder (the "Call Notice"), call up to fifty percent (50%) of this Warrant if the Common Stock trades at a price equal to or greater than $3.00 per share for ten (10) consecutive trading days prior to the date the Company calls the Warrant. To be effective, the Call Notice must be given within ten (10) days after the aforementioned ten (10) day period. The rights and privileges granted pursuant to this Warrant with respect to such Warrant Shares subject to the Call Notice shall terminate if this Warrant is not exercised with respect to such Warrant Shares by the Holder within ten (10) days after the Call Notice is received by the Holder. In the event that this Warrant is not exercised by the Holder with respect to the Warrant Shares subject to the Call Notice, this Warrant shall expire at 5:00 p.m. eastern time on the call date and the Company will remit to the Holder $0.01 per Warrant Share and a new Warrant certificate representing the number of Warrant Shares, if any, with respect to which this Warrant has not been exercised or subject to a Call Notice upon such Holder tendering to the Company the expired Warrant certificate.
Sample 1
Warrant Call. (a) The Company hereby grants to the Warrant Holder, subject to the terms set forth herein, the right to purchase at any time during the term commencing on the date hereof and ending at 5:30 p.m., New York time, on the third (3rd) anniversary of the date hereof (the “Expiration Date”) __________ shares of Common Stock (the “Shares”), at an initial exercise price of US $3.00 per share, subject to adjustment as provided in Section 3 hereof (as in effect from time to time, the “Exercise Price”). (b) Notwithstanding anything herein to the contrary, if the closing bid price of the Common Stock equals or exceeds US $4.00 per share for twenty (20) consecutive trading days, which period shall have commenced only after the Effective Date (such period the “Threshold Period”), the Company may, within two (2) Trading Days after the end of any such Threshold Period, deliver a written notice to the Warrant Holder to cause the Warrant Holder to exercise this Warrant in its entirety within five (5) trading days, after which date this Warrant shall immediately expire and be of no further force and effect.
Sample 1
Warrant Call. If at any time the Per Share Market Value of the Common Stock for the prior twenty (20) Trading Days equals or exceeds $3.25 per share and provided that the shares of Warrant Stock issuable upon exercise of this Warrant are registered under an effective registration statement, then the Company, at its option, may send written notice to the Holders requiring the Holders to exercise the Warrants within ten (10) business days (the "Exercise Notice") thereafter. The Exercise Notice shall state the Per Share Market Value for each of the twenty (20) Trading Days prior to the date of the Exercise Notice and shall notify the Holder that Warrants will terminate unless exercised within such ten (10) business day period.
Sample 1
Warrant Call. At any time after the Registration Statement is declared effective, the Company, at its option, may, upon written notice to the Holder (the "Call Notice"), call (x) up to fifty (50%) percent of this Warrant at a price per Warrant Share equal to the Exercise Price if the Common Stock of the Company trades at a price equal to or greater than two hundred (200%) percent of the Closing Price for twenty (20) consecutive trading days prior to the date the Company calls the Warrant and (y) up to fifty (50%) percent of this Warrant at a price per Warrant Share equal to the Exercise Price if the Common Stock of the Company trades at a price equal to or greater than two hundred fifty (250%) percent of the Closing Price for twenty (20) consecutive trading days prior to the date the Company calls the Warrant. To be effective, the Call Notice must be given within three (3) days after the aforementioned twenty (20) day
Sample 1
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Warrant Call. Except as provided in this Section 9, commencing on ------------ November 8, 2001, the Company shall have the right, at any time or from time to time, at the Company's option, upon written notice to the Holder (the "Call Notice"), to call this Warrant if the Market Price of the Common Stock is equal to or greater than $6.44 per share for 20 consecutive Trading Days prior to the date the Company calls the Warrant. To be effective, the Call Notice must be given within ten days after the aforementioned 20 day period. The Company shall specify a "Call Date", the date all rights and privileges granted pursuant to this Warrant shall terminate, in its Call Notice, which shall be no less than 30 business days from the date of receipt by the Holder of the Call Notice. In the event that this Warrant has not been exercised in full by the Holder by 5:00 p.m. New York time on the Call Date, this Warrant shall expire and no rights or privileges shall exist hereunder, and the Company will remit to the Holder $0.01 per Warrant Share subject to this Warrant as of the Call Date.
Sample 1

Related to Warrant Call

  • Warrant Exercise (a) Holders of Certificated Warrants who wish to exercise the Warrants held by them in order to acquire Common Shares must, if permitted pursuant to the terms and conditions hereunder and as set forth in any applicable legend, complete the exercise form (the “Exercise Notice”) attached to the Warrant Certificate(s) which form is attached hereto as Schedule “B”, which may be amended by the Corporation with the consent of the Warrant Agent, if such amendment does not, in the reasonable opinion of the Corporation and the Warrant Agent, which may be based on the advice of Counsel, materially and adversely affect the rights, entitlements and interests of the Warrantholders, and deliver such certificate(s), the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Warrants represented by a Warrant Certificate shall be deemed to be surrendered upon personal delivery of such certificate, Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above. (b) In addition to completing the Exercise Notice attached to the Warrant Certificate(s), a Warrantholder (other than an Original U.S. Warrantholder) who is (i) in the United States, (ii) a U.S. Person, (iii) a person exercising such Warrants for the account or benefit of a U.S. Person or a person in the United States, (iv) executing or delivering the Exercise Notice attached as Schedule “B” hereto in the United States, or (v) requesting delivery in the United States of the Warrant Shares, must provide an opinion of counsel of recognized standing or other evidence, in form and substance reasonably satisfactory to the Corporation, that the exercise is exempt from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. (c) A Warrantholder evidenced by a security entitlement in respect of Warrants must complete the Exercise Notice and deliver the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Uncertificated Warrants shall be deemed to be surrendered upon receipt of the Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above. (d) A beneficial owner of Warrants issued in uncertificated form evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his or her Warrants must do so by causing a Book Entry Only Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, as well as payment for the aggregate Exercise Price, the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (a “Confirmation”) in a manner acceptable to the Warrant Agent, including by electronic means through a book based registration system, including CDSX. An electronic exercise of the Warrants initiated by the Book Entry Only Participant through a book based registration system, including CDSX, shall constitute a representation to both the Corporation and the Warrant Agent that the beneficial owner at the time of exercise of such Warrants either: (i) (A) is not in the United States; (B) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; (C) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of a U.S. Person or a person in the United States; (D) did not receive an offer to exercise the Warrant in the United States; (E) did not execute or deliver the notice of the owner’s intention to exercise such Warrants in the United States; and (F) has, in all other respects, complied with the terms of Regulation S in connection with such exercise; or (ii) is an Original U.S. Warrantholder that is a Qualified Institutional Buyer. If the Book Entry Only Participant is not able to make or deliver either the representations in Section 3.2(d) or the representations in Section 3.2(b) by initiating the electronic exercise of the Warrants, then (a) such Warrants shall be withdrawn from the book based registration system, including CDSX, by the Book Entry Only Participant; (b) an individually registered Warrant Certificate shall be issued by the Warrant Agent to such beneficial owner or Book Entry Only Participant and (c) the exercise procedures set forth in Section 3.2(a) shall be followed. (e) Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Only Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Only Participant and payment from such beneficial holder should be provided to the Book Entry Only Participant sufficiently in advance so as to permit the Book Entry Only Participant to deliver notice and payment to the Depository and for the Depository in turn to deliver notice and payment to the Warrant Agent prior to Expiry Time. The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent for prompt onward payment by the Warrant Agent to the Corporation which the Warrant Agent will promptly pay to the Corporation, and the Warrant Agent will execute the exercise by issuing to the Depository through the book entry registration system the Common Shares to which the exercising beneficial owner is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the Book Entry Only Participant exercising the Warrants on its behalf. (f) By causing a Book Entry Only Participant to deliver notice to the Depository, a beneficial owner shall be deemed to have irrevocably surrendered his or her Warrants so exercised and appointed such Book Entry Only Participant to act as his or her exclusive settlement agent with respect to the exercise of the Warrants and the receipt of Common Shares in connection with the obligations arising from such exercise. (g) Any notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect, and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Book Entry Only Participant to exercise or to give effect to the settlement thereof in accordance with the beneficial owner’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Entry Only Participant or the beneficial owner. (h) Any exercise form or Exercise Notice referred to in this Section 3.2 shall be signed by the Warrantholder, or its executors or administrators or other legal representatives or an attorney of the Warrantholder, duly appointed by an instrument in writing satisfactory to the Warrant Agent, but such exercise form need not be executed by the Depository. (i) Any exercise referred to in this Section 3.2 shall require that the entire Exercise Price for Common Shares subscribed must be paid at the time of subscription, and such Exercise Price and original Exercise Notice executed by the Warrantholder or the Confirmation from the Depository must be received by the Warrant Agent prior to the Expiry Time. (j) Notwithstanding the foregoing in this Section 3.2, Warrants may only be exercised pursuant to this Section 3.2 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the Exercise Notice set out in Schedule “B” or as provided herein. (k) If the form of Exercise Notice set forth in the Warrant Certificate shall have been amended, the Corporation shall cause the amended Exercise Notice to be forwarded to all Warrantholders. (l) Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any Exercise Notice or Confirmations received by the Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Day. (m) Any Warrant with respect to which an Exercise Notice or Confirmation is not received by the Warrant Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

  • Warrant Shares If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

  • Warrant Certificate (1) For Warrants issued in certificated form, the form of certificate representing such Warrants shall be substantially as set out in Schedule “A” hereto or such other form as is authorized from time to time by the Warrant Agent. Each Warrant Certificate shall be Authenticated on behalf of the Warrant Agent. Each Warrant Certificate shall be signed by any two duly authorized signatories of the Corporation; whose signature shall appear on the Warrant Certificate and may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation as if it had been signed manually. Any Warrant Certificate which has two signatures duly executed by the Corporation as hereinbefore provided shall be valid notwithstanding that one or more of the persons whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such Warrant Certificate. The Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as the Warrant Agent may determine. (2) The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error and such Uncertificated Warrants are binding on the Corporation. (3) Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and Applicable Legislation, validly entitle the holder to acquire Warrant Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture. (4) No Warrant shall be considered issued and shall be valid or obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent, including by way of entry on the register, shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture. (5) No Warrant Certificate shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by signature by or on behalf of the Warrant Agent substantially in the form of the Warrant set out in Schedule “A” hereto. Such Authentication on any such Warrant Certificate shall be conclusive evidence that such Warrant Certificate is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture. (6) No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

  • This Warrant Upon the exercise of the rights represented by this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

  • Form of Warrant Certificates The Warrant Certificate, together with the form of election to purchase Common Stock (“Notice of Exercise”) and the form of assignment to be printed on the reverse thereof, shall be in the form of Exhibit 1 hereto.

  • Form of Warrant Certificate [Reverse]

  • Warrant Price Duration and Exercise of Warrants Section 2.01. Warrant Price*. [On , 20 the exercise price of each Warrant is $ . During the period from , 20 through and including , 20 the exercise price of each Warrant will be $ plus [accrued amortization of the original issue discount] [accrued interest] from , 20 . On , 20 the exercise price of each Warrant will be $ . During the period from , 20 , through and including , 20 , the exercise price of each Warrant will be $ plus [accrued amortization of the original issue discount] [accrued interest] from , 20 , [in each case, the original issue discount will be amortized at a % annual rate, computed on an annual basis using a 360-day year consisting of twelve 30-day months]. Such purchase price of Warrant Debt Securities is referred to in this Agreement as the “Warrant Price”. [The original issue discount for each $1,000 principal amount of Warrant Debt Securities is $ ].

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

  • Number of Warrant Shares Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.

  • Conversion Option When an employee terminates, Dependent Life Insurance on a spouse may be converted to an individual policy which may be obtained without evidence of insurability and providing coverage for the same amount for which the spouse was insured as a dependent prior to termination. The premium of such policy shall be at the current rates of the insuring company. Application for the converted policy must be made within thirty-one (31) days of the date of termination of insurance.

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