Exercise and Duration of Warrant. (a) This Warrant will be exercisable, in whole or in part, by the registered Holder at any time and from time to time on and after the Original Issue Date to and including the Expiration Date, subject to fulfillment of the conditions set forth below. At 5:00 p.m., New York City time on the Expiration Date, the portion of this Warrant not exercised prior to the Expiration Date will be and become void and of no value.
(b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached to this Warrant as Appendix B (the "Exercise Notice"), appropriately completed and duly signed and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c) below). The date such items are received by the Company is an "Exercise Date." Execution and delivery of the Exercise Notice will have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.
(c) The Holder will pay the Exercise Price, at the sole election of the Holder, (i) in cash, by certified bank check payable to the order of the Company, or by wire transfer of immediately available funds in accordance with the Company's instructions or (ii) by presenting and surrendering to the Company this Warrant, in which event the Company will issue to the Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where:
Exercise and Duration of Warrant. (a) This Warrant shall be exercisable by the Holder at any time and from time to time on or after the Initial Exercise Date to and including the Expiration Date. At 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value.
(b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached hereto (the “Exercise Notice”), appropriately completed and duly signed, and (ii) payment of the Exercise Price in a form specified in Section 3(c) hereof for the number of Warrant Shares as to which this Warrant is being exercised, or, if applicable, an election to net exercise this Warrant as provided in Section 3(d) hereof for the number Warrant Shares to be acquired in connection with such exercise, and the date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder unless the Holder shall deliver an affidavit of loss or such other documentation reasonably requested by the Company in lieu of such original Warrant in connection with any such exercise. Execution and delivery of the Exercise Notice in respect of less than all the Warrant Shares issuable upon exercise of this Warrant shall have the same effect as cancellation of the original Warrant and issuance of a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the right to purchase the remaining number of Warrant Shares.
(c) Payment for the Warrant Shares upon exercise may be made by (i) a check payable to the Company’s order, (ii) wire transfer of funds to the Company, (iii) by net exercise as provided in Section 3(d) hereof, or (iv) any combination of the foregoing.
Exercise and Duration of Warrant. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the Initial Exercise Date and including the Expiration Date. At 5:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value.
(b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached hereto (the “Exercise Notice”), appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised, and the date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.
Exercise and Duration of Warrant. (a) This Warrant shall be exercisable, either in its entirety or for a portion of the number of Warrant Shares, by the registered Holder at any time and from time to time from and after the Initial Exercise Date to and including the Expiration Date. At 5:00 P.M. New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value, and the Holder hereof shall have no right to purchase any additional Warrant Shares hereunder.
(b) A Holder may exercise this Warrant by delivering to the Company, in accordance with Section 13, this Warrant, together with (i) an exercise notice, in the form attached hereto as Appendix B (the “Exercise Notice”), appropriately completed and duly signed, and (ii) (A) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised pursuant to a Cash Exercise (as set forth in Section 4(c) below) or (B) if available pursuant to Section 4(d) below, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as set forth in Section 4(d) below), and the date such items are received by the Company is an “Exercise Date.” Execution and delivery of an Exercise Notice in respect of less than all of the Warrant Shares issuable upon exercise of this Warrant shall result in the cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.
Exercise and Duration of Warrant. This Warrant shall be exercisable by the registered Holder at any time and from time to time from and after the Original Issue Date through and including the Expiration Date. At 5:30 p.m., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. The Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder.
Exercise and Duration of Warrant. (a) This Warrant shall be exercisable by the registered Holder with regard to the Warrant Shares, at any time, provided, however that the Warrant Shares so exercised are free from lock up pursuant to the lock up terms as set forth in Schedule A. The Warrant shall be exercisable until and including the 5 P.M., New York City time on May 11, 2011. Nevertheless, (i) in case of termination of the Holder’s engagement or service with the Company or any of its subsidiaries for whatever reason, all of the Holder’s Warrant Shares that are free from the Lock Up Undertaking at such time may be exercisable within 60 days from such termination and the balance of the portion of this Warrant not exercised prior thereto shall be and become void and of no value, regardless of whether this Warrant shall be returned to the Company; (ii) in case the said termination is due to the death or Disability (as defined hereunder) of the Holder, the Warrant Shares that are free from the Lock Up Undertaking at such time may be exercised within 3 months of the date of death and 3 months in the case of Disability.
Exercise and Duration of Warrant. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time after the date hereof and through and including the Expiration Date. At 6:30 P.M., New York time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and no longer outstanding.
(b) The Holder may exercise this Warrant by delivering to the Company (with copies to its counsel) in accordance with the notice provisions of this Warrant (i) by surrendering this Warrant along with an exercise notice, in the form attached hereto (the “Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised, and the date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date”. The delivery by (or on behalf of) the Holder of the Exercise Notice, the Warrant and the applicable Exercise Price as provided above shall constitute the Holder’s certification to the Company that its representations contained in Section 4 of the Securities Purchase Agreement are true and correct as of the Exercise Date as if remade in their entirety (or, in the case of any assignee Holder that is not a party to the Securities Purchase Agreement, such assignee Holder’s certification to the Company that such representations are true and correct as to such assignee Holder as of the Exercise Date).
Exercise and Duration of Warrant. (a) This Warrant shall be exercisable by the registered Holder at any time and from time, in whole or in part, on or after the date hereof to and including the Expiration Date. At 5:00 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value.
(b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached hereto (the “Exercise Notice”), appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised, and the date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.”
(c) The Company shall have a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available to issue Warrant Shares upon exercise of the Warrant.
Exercise and Duration of Warrant. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the Trigger Date and through and including the Expiration Date. At 6:30 P.M., New York City time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and no longer outstanding; provided, however, that the Expiration Date shall be extended for each day following the Effective Date that (i) the Registration Statement is not effective or (ii) that the Company has suspended sales under the Registration Statement pursuant to Section 6.1(e) of the Purchase Agreement. The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached hereto (the “Exercise Notice”), completed and duly signed, accompanied by either (i) (a) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised, or (b) by the surrender of this Warrant to the Company, with the net exercise election selected in the Exercise Notice, into the number of shares of Warrant stock computed using the following formula: X = Y (A-B) where X = the number of shares of Warrant Stock to be issued to the Holder. Y = the number of shares of Warrant Stock issuable upon exercise of the Warrant (or, if a partial exercise, the appropriate portion thereof).
A = the fair market value of one (1) share of Warrant Stock, as determined in good faith by the Company’s Board of Directors, as of the time of net exercise. B = the Purchase Price (as adjusted to the date of such calculation). For purposes of the above calculation, the fair market value of one (1) share of Warrant Stock shall be the product of (i) the closing price quoted on the American Stock Exchange or on any exchange on which the Common Shares is listed, whichever is applicable, as published in the Wall Street Journal for the five (5) trading days prior to the date of determination of fair market value and (ii) the number of shares of Common Shares into which each share of Warrant Stock is convertible at the time of such exercise.
(b) the date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” The delivery by (or on behalf of) the Holder of the Exercise Notice and the applicable Exercise Price as provided above shall constitute the Holder’s certification to the Company that its repres...
Exercise and Duration of Warrant. (a) This Warrant shall be exercisable by the registered Holder as follows:
(i) as to 25% of the Warrant Shares at any time and from time to time on or after the date hereof and through and including 5:30 p.m. New York City time, on January 14, 2019 (the “Expiration Date”);
(ii) as to 25% of the Warrant Shares, upon approval of a Pass Through Code for BioDExcel and through and including 5:30 p.m. New York City time, on the Expiration Date;
(iii) as to 25% of the Warrant Shares, if and only if, on or before the date that is seven months from the Company’s First Commercial Sale of Licensed Product, Net Sales by the Company to existing customers of BioDLogics, LLC as of the date of the License Agreement have achieved an annualized run rate (based on the last 31 days of Net Sales multiplied by 12) of $1.0 million and through and including 5:30 p.m. New York City time, on the Expiration Date; and
(iv) as to 25% of the Warrant Shares, if and only if, on or before the date that is seven months from the Company’s First Commercial Sale of Licensed Product, Net Sales by the Company to existing customers of the BioDLogics, LLC as of the date of the License Agreement have achieved an annualized run rate (based on the last 31 days of Net Sales multiplied by 12) of $2.0 million and through and including 5:30 p.m. New York City time, on the Expiration Date. At 5:30 p.m., New York City time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and no longer outstanding. *** This material has been omitted pursuant to a request for a confidential treatment and filed separately with the Securities and Exchange Commission.
(b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the “ Exercise Notice ”), completed and duly signed, in the manner set forth in Section 13, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised, and the date on which the last of such items is delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” The delivery by (or on behalf of) the Holder of the Exercise Notice and the applicable Exercise Price as provided above shall constitute the Holder’s certification to the Company that its representations contained in Section 5 hereof are true and correct as o...
