Warrant Period; Exercise of Warrant. 1.1 This Warrant may be exercised in whole at any time commencing 9:00 a.m., New York City time, on any business day on or after the issuance thereof and continuing up to the third anniversary thereof (the "Warrant Period"), by the surrender of this Warrant (with a duly executed exercise form in the form attached at the end hereof as Exhibit A) at the principal office of the Company, together with the proper payment of the Per Share Warrant Price times the number of Warrant Shares. 1.2 Upon such surrender of this Warrant, the Company will: a) issue a certificate or certificates in the name of Holder for the Warrant Shares to which the Holder shall be entitled and (b) deliver the other securities and properties receivable upon the exercise of this Warrant, pursuant to the provisions of this Warrant. 1.3 Any stamp tax attributable to the issuance of the Shares shall be borne solely by Holder. 1.4 Unless there is an effective registration statement under the Securities Act of 1933, as amended, (the "Securities Act") covering the resale of the Warrant Shares, at the option of the Holder, in lieu of exercising this Warrant in the manner provided in Subsection 1.1 above, the Holder may elect, pursuant to the terms of this Subsection 1.1, to receive Shares equal to the value of this Warrant (taking into account only that portion of this Warrant that is then exercisable) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder a number of Shares using the following formula: X = Y(A-B) ------ A where X = The number of Shares to be issued to the Holder. Y = The number of Shares purchasable under this Warrant (at the date of such calculation). A = The fair market value of one Share (at the date of such calculation). B = The Per Share Warrant
Appears in 2 contracts
Samples: Warrant Agreement (TTR Inc), Warrant Agreement (TTR Inc)
Warrant Period; Exercise of Warrant. 1.1 (a) This Warrant may be exercised in whole at any time commencing 9:00 a.m., New York City time, or in part from time to time, beginning on any business day on or after the issuance thereof and continuing up to Effective Date until the third anniversary thereof Expiration Date (the "Warrant Period"), by the surrender of this Warrant (with a duly executed exercise form in the form attached at the end hereof as Exhibit A), along with the Exercise Certificate or the Exercise Opinion (each as defined in Section 1.1(b) below), at the principal office of the Company, set forth above, together with the proper payment of the Per Share Warrant Exercise Price times multiplied by the number of Warrant SharesShares for which the Warrant is being exercised. Payment for Warrant Shares shall be made by certified or official bank check or checks, payable to the order of the Company or by wire transfer to an account to be designated in writing by the Company. Payments shall be made in United States dollars.
(b) This Warrant may not be exercised unless the Holder delivers to the Company (a) written certification that it is not a "U.S. person" (as defined in Regulation S under the Securities Act) and the Warrant is not being exercised on behalf of a U.S person (an "Exercise Certificate") or (b) a written opinion of counsel to the effect that the Warrant and the Warrant Shares have been registered under the Securities Act and applicable state securities laws or an exemption from such registration is available, which counsel and opinion shall be reasonable satisfactory to the Company ("Exercise Opinion").
1.2 Upon such If this Warrant should be exercised in part, the Company shall, upon surrender of this WarrantWarrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder to purchase the remainder of the Ordinary Shares purchasable hereunder. The Company will: a) issue a certificate or shall pay any and all expenses, taxes and other charges that may be payable in connection with the issuance of the Warrant Shares and the preparation and delivery of share certificates pursuant to this Section 1 in the name of Holder for the Warrant Holder, and to the extent required, the execution and delivery of a new Warrant, provided, however, that the Company shall only be required to pay taxes which are due as a direct result of the issuance of the Ordinary Shares or other securities, properties or rights underlying such Warrants (such as the applicable stamp duty), and will not be required to pay any tax which may be (i) due as a result of the specific identity of the Holder or (ii) payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.
1.3 No fractions of Ordinary Shares shall be entitled and (b) deliver the other securities and properties receivable upon issued in connection with the exercise of this Warrant, pursuant and the number of Ordinary Shares issued shall be rounded down to the provisions of this Warrantnearest whole number.
1.3 Any stamp tax attributable to the issuance of the Shares shall be borne solely by Holder.
1.4 Unless there is an effective registration statement under the Securities Act of 1933, as amended, (the "Securities Act") covering the resale of the Warrant Shares, at the option of the Holder, in lieu of exercising this Warrant in the manner provided in Subsection 1.1 above, the Holder may elect, pursuant to the terms of this Subsection 1.1, to receive Shares equal to the value of this Warrant (taking into account only that portion of this Warrant that is then exercisable) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder a number of Shares using the following formula: X = Y(A-B) ------ A where X = The number of Shares to be issued to the Holder. Y = The number of Shares purchasable under this Warrant (at the date of such calculation).
A = The fair market value of one Share (at the date of such calculation).
B = The Per Share Warrant
Appears in 2 contracts
Samples: Warrant Agreement (Nur Macroprinters LTD), Warrant Agreement (Nur Macroprinters LTD)
Warrant Period; Exercise of Warrant. 1.1 This Warrant may be exercised in whole at any time commencing 9:00 a.m., New York City time, on any business day on or after the issuance thereof and continuing up to the third anniversary thereof (the "Warrant Period"), by the surrender of this Warrant (with a duly executed exercise form in the form attached at the end hereof as Exhibit A) at the principal office of the Company, together with the proper payment of the Per Share Warrant Price times the number of Warrant Shares.
1.2 Upon such surrender of this Warrant, the Company will: a) issue a certificate or certificates in the name of Holder for the Warrant Shares to which the Holder shall be entitled and (b) deliver the other securities and properties receivable upon the exercise of this Warrant, pursuant to the provisions of this Warrant.
1.3 Any stamp tax attributable to the issuance of the Shares shall be borne solely by Holder.
1.4 Unless there is an effective registration statement under the Securities Act of 1933, as amended, (the "Securities Act") covering the resale of the Warrant Shares, at the option of the Holder, in lieu of exercising this Warrant in the manner provided in Subsection 1.1 above, the Holder may elect, pursuant to the terms of this Subsection 1.1, to receive Shares equal to the value of this Warrant (taking into account only that portion of this Warrant that is then exercisable) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder a number of Shares using the following formula: X = Y(A-B) ------ A where X = The number of Shares to be issued to the Holder. Y = The number of Shares purchasable under this Warrant (at the date of such calculation).
A = The fair market value of one Share (at the date of such calculation).
B = The Per Share WarrantWarrant Purchase Price.
Appears in 1 contract
Samples: Agreement (TTR Inc)
Warrant Period; Exercise of Warrant. 1.1 2.1. This Warrant may be exercised in whole at any time commencing 9:00 a.m., New York City time, or in part from time to time, beginning on any business day on or after the issuance thereof and continuing up to Effective Date until the third anniversary thereof Expiration Date (the "“Warrant Period"”), by the surrender of this Warrant (with a duly executed exercise form in the form attached at the end hereof hereto as Exhibit A) ), at the principal office of the Company, set forth above, together with the proper payment of the Per Share Warrant Exercise Price times multiplied by the number of Warrant SharesShares for which the Warrant is being exercised. Payment for Warrant Shares shall be made by certified or official bank check or checks, payable to the order of the Company or by wire transfer to an account to be designated in writing by the Company. Payments shall be made in United States dollars.
1.2 Upon such surrender 2.2. The Holder of this the Warrant, by its acceptance hereof, covenants and agrees that this Warrant is being acquired as an investment and not with a view to the Company will: a) issue a certificate distribution hereof and such Holder further covenants and agrees that it will not sell, transfer, pledge, assign, or certificates in hypothecate the name of Holder for Warrant or the Warrant Shares to which unless they are exempt from the Holder shall be entitled and (b) deliver the other securities and properties receivable upon the exercise of this Warrant, pursuant to the provisions of this Warrant.
1.3 Any stamp tax attributable to the issuance registration requirements of the Shares shall be borne solely by Holder.
1.4 Unless Securities Act or there is an effective registration statement under the Securities Act of 1933, as amended, (the "Securities Act") 1933 covering the resale of Warrant or the Warrant Shares, at or the option Holder of the HolderWarrant and/or the Warrant Shares receives an opinion of counsel satisfactory to the Company stating that such sale, in lieu transfer, pledge, assignment, or hypothecation is exempt from the registration and prospectus delivery requirements of exercising the Securities Act of 1933 and the qualification requirements under applicable law.
2.3. If this Warrant should be exercised in the manner provided in Subsection 1.1 abovepart, the Holder may electCompany shall, pursuant to the terms of this Subsection 1.1, to receive Shares equal to the value of this Warrant (taking into account only that portion of this Warrant that is then exercisable) by upon surrender of this Warrant at for cancellation, execute and deliver a new Warrant evidencing the principal office rights of the Holder to purchase the remainder of the Warrant Shares purchasable hereunder. The Company shall pay any and all expenses, taxes and other charges that may be payable in connection with the issuance of the Warrant Shares and the preparation and delivery of share certificates pursuant to this Section 2 in the name of the Holder (including without limitation the applicable stamp duty), and to the extent required, the execution and delivery of a new Warrant, provided, however, that the Company shall only be required to pay taxes which are due as a direct result of the issuance of the Warrant Shares or other securities, properties or rights underlying such Warrants (such as the applicable stamp duty), and will not be required to pay any tax which may be (i) due as a result of the specific identity of the Holder or (ii) payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company together that such tax has been paid.
2.4. No fractions of Ordinary Shares shall be issued in connection with notice the exercise of such election this Warrant, and the number of Ordinary Shares issued shall be rounded down to the nearest whole number.
2.5. Upon the exercise of the Warrant in which event whole or in part for Ordinary Shares, the Company shall issue promptly deliver to the Holder a number an irrevocable letter of Shares using the following formula: X = Y(A-B) ------ A where X = The number of Shares to be issued instructions to the Holder. Y = The number of Company’s transfer agent to issue as soon as is reasonably practicable to the Holder share certificates reflecting the Warrant Shares purchasable under this Warrant (at exercised thereby, together with any and all other documents required for the date issuance of such calculation)certificates by the transfer agent.
A = The fair market value of one Share (at the date of such calculation).
B = The Per Share Warrant
Appears in 1 contract
Warrant Period; Exercise of Warrant. 1.1 The Warrants shall be exercisable for four (4) years, commencing on the first anniversary of this Agreement; provided, however, that such shares shall be exercisable immediately should the Company enter into an agreement pursuant to which the Company consummates a sale, merger, consolidation, tender offer, business combination or similar transaction involving a majority of the business assets or stock of the Company (the "Warrant Period"). This Warrant may be exercised in whole or in part at any time commencing 9:00 a.m., New York City time, on any business day on or after time during the issuance thereof and continuing up to the third anniversary thereof (the "Warrant Period"), Period by the surrender of this Warrant (with a duly executed exercise form in the form attached at the end hereof as Exhibit A) at the principal office of the Company, together with the proper payment of the Per Share Warrant Price times the number of Warrant Shares.
1.2 Upon such surrender of this Warrantwarrant and payment of the Warrant Price as aforesaid, the Company will: a) shall issue and cause to be delivered to Warrant holder, a certificate or certificates in the name of Holder for the number of Warrant Shares being purchased, and such certificate or certificates shall be deemed to which have been issued and any person so designated to be named therein shall be deemed to have become a holder of the such Shares as of the close of business on the date of the surrender of the Warrant and payment of the Per Share Warrant Price. If this warrant should be exercised in part only, the Company shall, upon surrender of the Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder shall be entitled and (b) deliver hereof to purchase the other securities and properties receivable upon balance of the exercise of this Warrant, pursuant to the provisions of this WarrantShares purchasable hereunder.
1.3 Any stamp tax attributable to the issuance of the Shares shall be borne solely by Holder.
1.4 Unless there is an effective registration statement under the Securities Act of 1933, as amended, (the "Securities Act") covering the resale of the Warrant Shares, at At the option of the Holder, in lieu of exercising this Warrant in the manner themanner provided in Subsection 1.1 above, the Holder may elect, pursuant to the terms theterms of this Subsection 1.1, to receive Shares equal to the value of this Warrant (taking into account only that portion of this Warrant that is then exercisable) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder a number of Shares using the following formula: X = Y(A-B) ------ A where X = The number of Shares to be issued to the Holder. Y = The number of Shares purchasable under this Warrant (at the date of such calculation).
A = The fair market value of one Share (at the date of such calculation).
B = The Per Share Warrant
Appears in 1 contract
Samples: Common Stock Purchase Warrant (TTR Technologies Inc)
Warrant Period; Exercise of Warrant. 1.1 This Warrant may be exercised in whole or in part at any time commencing 9:00 a.m., New York City time, on any business day on or after the issuance thereof and continuing up to the third anniversary thereof date set forth above through January 31, 2001 (the "Warrant Period"), ) by the surrender of this Warrant (with a duly executed exercise form in the form attached at the end hereof as Exhibit A) at the principal office of the Company, together with the proper payment of the Per Share Warrant Price times the number of Warrant Shares.
1.2 Upon such surrender of this Warrantwarrant and payment of the Warrant Price as aforesaid, the Company will: a) shall issue and cause to be delivered to Warrant holder, a certificate or certificates in the name of Holder for the number of Warrant Shares being purchased, and such certificate or certificates shall be deemed to which have been issued and any person so designated to be named therein shall be deemed to have become a holder of the such Shares as of the close of business on the date of the surrender of the Warrant and payment of the Per Share Warrant Price. If this warrant should be exercised in part only, the Company shall, upon surrender of the Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder shall be entitled and (b) deliver hereof to purchase the other securities and properties receivable upon balance of the exercise of this Warrant, pursuant to the provisions of this WarrantShares purchasable hereunder.
1.3 Any stamp tax attributable to the issuance of the Shares shall be borne solely by Holder.
1.4 Unless there is an effective registration statement under the Securities Act of 1933, as amended, (the "Securities Act") covering the resale of the Warrant Shares, at the option of the Holder, in lieu of exercising this Warrant in the manner provided in Subsection 1.1 above, the Holder may elect, pursuant to the terms of this Subsection 1.1, to receive Shares equal to the value of this Warrant (taking into account only that portion of this Warrant that is then exercisable) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder a number of Shares using the following formula: X = Y(A-B) ------ A where X = The number of Shares to be issued to the Holder. Y = The number of Shares purchasable under this Warrant (at the date of such calculation).
A = The fair market value of one Share (at the date of such calculation).
. B = The Per Share WarrantWarrant Purchase Price.
Appears in 1 contract
Warrant Period; Exercise of Warrant. 1.1 2.1. This Warrant may be exercised in whole at any time commencing 9:00 a.m., New York City time, or in part from time to time, beginning on any business day on or after the issuance thereof and continuing up to Effective Date until the third anniversary thereof Expiration Date (the "Warrant Period"), by the surrender of this Warrant (with a duly executed exercise form in the form attached at the end hereof hereto as Exhibit A) ), at the principal office of the Company, set forth above, together with the proper payment of the Per Share Warrant Exercise Price times multiplied by the number of Warrant SharesShares for which the Warrant is being exercised. Payment for Warrant Shares shall be made by certified or official bank check or checks, payable to the order of the Company or by wire transfer to an account to be designated in writing by the Company. Payments shall be made in United States dollars.
1.2 Upon such surrender 2.2. The Holder of this the Warrant, by its acceptance hereof, covenants and agrees that this Warrant is being acquired as an investment and not with a view to the Company will: a) issue a certificate distribution hereof and such Holder further covenants and agrees that it will not sell, transfer, pledge, assign, or certificates in hypothecate the name of Holder for Warrant or the Warrant Shares to which the Holder shall be entitled and (b) deliver the other securities and properties receivable upon the exercise of this Warrant, pursuant to the provisions of this Warrant.
1.3 Any stamp tax attributable to the issuance of the Shares shall be borne solely by Holder.
1.4 Unless unless there is an effective registration statement under the Securities Act of 1933, as amended, (the "Securities Act") 1933 covering the resale of Warrant or the Warrant Shares, at or the option Holder of the HolderWarrant and/or the Warrant Shares receives an opinion of counsel satisfactory to the Company stating that such sale, in lieu transfer, pledge, assignment, or hypothecation is exempt from the registration and prospectus delivery requirements of exercising the Securities Act of 1933 and the qualification requirements under applicable law.
2.3. If this Warrant should be exercised in the manner provided in Subsection 1.1 abovepart, the Holder may electCompany shall, pursuant to the terms of this Subsection 1.1, to receive Shares equal to the value of this Warrant (taking into account only that portion of this Warrant that is then exercisable) by upon surrender of this Warrant at for cancellation, execute and deliver a new Warrant evidencing the principal office rights of the Holder to purchase the remainder of the Warrant Shares purchasable hereunder. The Company together shall pay any and all expenses, taxes and other charges that may be payable in connection with notice the issuance of such election the Warrant Shares and the preparation and delivery of share certificates pursuant to this Section 2 in which event the name of the Holder (including without limitation, if applicable stamp duty), and to the extent required, the execution and delivery of a new Warrant, provided, however, that the Company shall issue only be required to pay taxes which are due as a direct result of the issuance of the Warrant Shares or other securities, properties or rights underlying such Warrants (such as the applicable stamp duty), and will not be required to pay any tax which may be (i) due as a result of the specific identity of the Holder or (ii) payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder.
2.4. No fractions of Shares of Common Stock shall be issued in connection with the exercise of this Warrant, and the number of Common Stock issued shall be rounded up or down to the nearest whole number.
2.5. Upon the issuance of Common Stock resulting from the exercise in whole or in part of this Warrant, the Company shall deliver to the Holder a number an irrevocable letter of Shares using the following formula: X = Y(A-B) ------ A where X = The number of Shares to be issued instructions to the Holder. Y = The number of Company’s transfer agent to issue as soon as is reasonably practicable to the Holder share certificates reflecting the Warrant Shares purchasable under this Warrant (at exercised thereby, together with any and all other documents required for the date issuance of such calculation)certificates by the transfer agent.
A = The fair market value of one Share (at the date of such calculation).
B = The Per Share Warrant
Appears in 1 contract
Samples: Warrant Agreement (IXI Mobile, Inc.)
Warrant Period; Exercise of Warrant. 1.1 2.1. This Warrant may be exercised in whole at any time commencing 9:00 a.m., New York City time, or in part from time to time, beginning on any business day on or after the issuance thereof and continuing up to Effective Date until the third anniversary thereof Expiration Date (the "Warrant PeriodWARRANT PERIOD"), by the surrender of this Warrant (with a duly executed exercise form in the form attached at the end hereof hereto as Exhibit EXHIBIT A) ), at the principal office of the Company, set forth above, together with the proper payment of the Per Share Warrant Exercise Price times multiplied by the number of Warrant SharesShares for which the Warrant is being exercised. Payment for Warrant Shares shall be made by certified or official bank check or checks, payable to the order of the Company or by wire transfer to an account to be designated in writing by the Company. Payments shall be made in United States dollars.
1.2 Upon such surrender 2.2. The Holder of this the Warrant, by its acceptance hereof, covenants and agrees that this Warrant is being acquired as an investment and not with a view to the Company will: a) issue a certificate distribution hereof and such Holder further covenants and agrees that it will not sell, transfer, pledge, assign, or certificates in hypothecate the name of Holder for Warrant or the Warrant Shares to which the Holder shall be entitled and (b) deliver the other securities and properties receivable upon the exercise of this Warrant, pursuant to the provisions of this Warrant.
1.3 Any stamp tax attributable to the issuance of the Shares shall be borne solely by Holder.
1.4 Unless unless there is an effective registration statement under the Securities Act of 1933, as amended, (the "Securities Act") 1933 covering the resale of Warrant or the Warrant Shares, at or the option Holder of the HolderWarrant and/or the Warrant Shares receives an opinion of counsel satisfactory to the Company stating that such sale, in lieu transfer, pledge, assignment, or hypothecation is exempt from the registration and prospectus delivery requirements of exercising the Securities Act of 1933 and the qualification requirements under applicable law.
2.3. If this Warrant should be exercised in the manner provided in Subsection 1.1 abovepart, the Holder may electCompany shall, pursuant to the terms of this Subsection 1.1, to receive Shares equal to the value of this Warrant (taking into account only that portion of this Warrant that is then exercisable) by upon surrender of this Warrant at for cancellation, execute and deliver a new Warrant evidencing the principal office rights of the Holder to purchase the remainder of the Warrant Shares purchasable hereunder. The Company together shall pay any and all expenses, taxes and other charges that may be payable in connection with notice the issuance of such election the Warrant Shares and the preparation and delivery of share certificates pursuant to this Section 2 in which event the name of the Holder (including without limitation, if applicable stamp duty), and to the extent required, the execution and delivery of a new Warrant, provided, however, that the Company shall issue only be required to pay taxes which are due as a direct result of the issuance of the Warrant Shares or other securities, properties or rights underlying such Warrants (such as the applicable stamp duty), and will not be required to pay any tax which may be (i) due as a result of the specific identity of the Holder or (ii) payable in respect of any transfer involved in the issuance and delivery of any such certificates in a number name other than that of Shares using the following formula: X = Y(A-B) ------ A where X = The number of Shares to be issued to the Holder. Y = The number of Shares purchasable under this Warrant (at the date of such calculation).
A = The fair market value of one Share (at the date of such calculation).
B = The Per Share Warrant
Appears in 1 contract
Samples: Warrant Agreement (Easy Energy Inc)
Warrant Period; Exercise of Warrant. 1.1 2.1. This Warrant may be exercised in whole at any time commencing 9:00 a.m., New York City time, or in part from time to time, beginning on any business day on or after the issuance thereof and continuing up to Effective Date until the third anniversary thereof Expiration Date (the "“Warrant Period"”), by the surrender of this Warrant (with a duly executed exercise form in the form attached at the end hereof hereto as Exhibit A) ), at the principal office of the Company, set forth above, together with the proper payment of the Per Share Warrant Exercise Price times multiplied by the number of Warrant SharesShares for which the Warrant is being exercised. Payment for Warrant Shares shall be made by certified or official bank check or checks, payable to the order of the Company or by wire transfer to an account to be designated in writing by the Company. Payments shall be made in United States dollars.
1.2 Upon such surrender 2.2. The Holder of this the Warrant, by its acceptance hereof, covenants and agrees that this Warrant is being acquired as an investment and not with a view to the Company will: a) issue a certificate distribution hereof and such Holder further covenants and agrees that it will not sell, transfer, pledge, assign, or certificates in hypothecate the name of Holder for Warrant or the Warrant Shares to which the Holder shall be entitled and (b) deliver the other securities and properties receivable upon the exercise of this Warrant, pursuant to the provisions of this Warrant.
1.3 Any stamp tax attributable to the issuance of the Shares shall be borne solely by Holder.
1.4 Unless unless there is an effective registration statement under the Securities Act of 1933, as amended, (the "Securities Act") 1933 covering the resale of Warrant or the Warrant Shares, at or the option Holder of the HolderWarrant and/or the Warrant Shares receives an opinion of counsel satisfactory to the Company stating that such sale, in lieu transfer, pledge, assignment, or hypothecation is exempt from the registration and prospectus delivery requirements of exercising the Securities Act of 1933 and the qualification requirements under applicable law.
2.3. If this Warrant should be exercised in the manner provided in Subsection 1.1 abovepart, the Holder may electCompany shall, pursuant to the terms of this Subsection 1.1, to receive Shares equal to the value of this Warrant (taking into account only that portion of this Warrant that is then exercisable) by upon surrender of this Warrant at for cancellation, execute and deliver a new Warrant evidencing the principal office rights of the Holder to purchase the remainder of the Warrant Shares purchasable hereunder. The Company together shall pay any and all expenses, taxes and other charges that may be payable in connection with notice the issuance of such election the Warrant Shares and the preparation and delivery of share certificates pursuant to this Section 2 in which event the name of the Holder (including without limitation the applicable stamp duty), and to the extent required, the execution and delivery of a new Warrant, provided, however, that the Company shall issue only be required to pay taxes which are due as a direct result of the issuance of the Warrant Shares or other securities, properties or rights underlying such Warrants (such as the applicable stamp duty), and will not be required to pay any tax which may be (i) due as a result of the specific identity of the Holder or (ii) payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder.
2.4. No fractions of Ordinary Shares shall be issued in connection with the exercise of this Warrant, and the number of Ordinary Shares issued shall be rounded up or down to the nearest whole number.
2.5. Upon the issuance of Ordinary Shares resulting from the exercise in whole or in part of this Warrant, the Company shall deliver to the Holder a number an irrevocable letter of Shares using the following formula: X = Y(A-B) ------ A where X = The number of Shares to be issued instructions to the Holder. Y = The number of Company’s transfer agent to issue as soon as is reasonably practicable to the Holder share certificates reflecting the Warrant Shares purchasable under this Warrant (at exercised thereby, together with any and all other documents required for the date issuance of such calculation)certificates by the transfer agent.
A = The fair market value of one Share (at the date of such calculation).
B = The Per Share Warrant
Appears in 1 contract