Cash In Lieu of Exercise Clause Samples

Cash In Lieu of Exercise. At any time from and after the Exercise Date and prior to the Expiration Date, the Holder may notify the Company of its intent to exchange any of the unexercised Warrants represented by the Warrant Certificate (a “Warrant Exchange”) into the number of fully paid and non-assessable shares of Common Stock determined in accordance with this Section 13, by surrendering such Warrant Certificate(s) (or affidavit of lost certificate and indemnification) 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 and the number of Warrants to be exchanged (the “Notice of Exchange”). Upon receipt of a Notice of Exchange, the Company shall have the option in its sole discretion to pay to Holder cash in whole or in part in lieu of Common Stock issuable upon Holder’s exercise of Warrants, if, on a fully diluted basis, Holder’s total ownership (as defined below) in the Company on the date of a Notice of Exchange exceeds ten percent (10%) of the total outstanding Common Stock on the date on which the Notice of Exchange is received by the Company. For the purpose of this Section 13(a), “ownership” means Holder’s ownership of the Company’s Common or Preferred Stock and securities convertible into shares of Common or Preferred Stock after exercise of the Warrants, included in the Warrant Exchange. If the Company elects to exercise its cash payment option under this Section 13(a), the Company shall notify Holder of such election within five (5) days of the Company’s receipt of the Notice of Exchange. If the Company elects to exercise its cash payment option, the Company shall pay to Holder in cash an amount per share equal to the difference between the Exercise Price and Market Price. The Company shall pay any cash due to Holder as follows: one third of such sum within ten (10) days of the date of the Company’s receipt of the Notice of Exchange and the balance in cash paid one third thereof on each of the first and second anniversaries of the day after the date of Notice of Exchange. Any sums due on the first or second anniversaries shall accrue interest at six percent (6%) per year until paid.
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Related to Cash In Lieu of Exercise

  • Method of Exercise Payment Issuance of New Warrant;

  • Method of Exercise Holder may exercise this Warrant by delivering a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Article 1.2, Holder shall also deliver to the Company a check, wire transfer (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

  • Payment of Exercise Price In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.

  • Methods of Exercise The purchase right represented by this Warrant may be exercised by the Holder, in whole or in part and from time to time, at the election of the Holder, by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A duly completed and executed) at the principal office of the Company and by the payment to the Company, by check, or by wire transfer to an account designated by the Company of an amount equal to the then applicable Exercise Price multiplied by the number of Shares then being purchased (the “Aggregate Purchase Price”); (b) if in connection with a registered public offering of the Company’s securities, the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit B duly completed and executed) at the principal office of the Company together with notice of arrangements reasonably satisfactory to the Company for payment to the Company from the proceeds of the sale of shares to be sold by the Holder in such public offering of the Aggregate Purchase Price; or (c) exercise of the “net issuance” right provided for in Section 3(b) hereof. The person or persons in whose name(s) any certificate(s) representing Shares of Applicable Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the Holder as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder as soon as possible and in any event within such thirty-day period; provided, however, that at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, if requested by the Holder, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the Holder exercising this Warrant) within the time period required to settle any trade made by the Holder after exercise of this Warrant.

  • Time of Exercise The purchase rights represented by this Warrant may be exercised in whole or in part during the Term.