Cashless Exchange Sample Clauses

Cashless Exchange. In lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder shall have the right to exchange this Warrant or any portion hereof for a number of Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exchanged. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:
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Cashless Exchange. In lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder shall have the right to exchange this Warrant or any portion hereof for a number of Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exchanged. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed 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 with respect to which this Warrant is being exchanged (inclusive of the Shares surrendered to the Company in satisfaction of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.
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Cashless Exchange. In lieu of payment of the Aggregate Exercise Price in the manner as specified in Section 2.2 above, but otherwise in accordance with the requirements of Section 2.1, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation below), Holder shall have the right to exchange this Warrant or any portion thereof for a number of shares equal to the value of this Warrant, or portion thereof as to which this Warrant is being exchanged by surrender of this Warrant to the Company together with the Exercise Notice. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable shares of Common Stock as are computed using the following formula: X = Y(A-B)/A where:
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Cashless Exchange. Notwithstanding any provisions herein to the contrary, if, at any time during the Exercise Period, the Current Market Price (as defined below) of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may exchange this Warrant for shares in a cashless exchange by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (B-A) B Where: X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the Current Market Price of one share of Common Stock plus the fair market value of any Distributed Property with respect to a share of Common Stock. The Company and Holder agree to treat an exchange pursuant to this Section 2.2 as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended.
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Cashless Exchange. By executing and delivering a signature page hereto, each Lender party hereto who is participating via a Cashless Exchange (as defined below) (a) represents and warrants to the Administrative Agent that (i)(A) it has full power and authority, and has taken all action necessary, to execute and deliver its signature page hereto and to consummate the transactions contemplated hereby in respect of the Term Loan Commitments set forth next to its name on Schedule 2.01 hereto, and (B) neither its execution and delivery of its signature page hereto, nor the consummation of the transactions contemplated hereby conflict with such ▇▇▇▇▇▇’s organizational documents or material contracts or with any applicable Laws and (ii) it has agreed to accept, as satisfaction in full of its rights to receive payment in respect of Term Loans (under and as defined in the Existing Credit Agreement), an amount equal to its Term Loans hereunder. “Cashless Exchange” means a cashless settlement of all or a portion of such ▇▇▇▇▇▇’s Term Loans (under and as defined under the Existing Credit Agreement) for an equal principal amount of Term Loans hereunder.
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Cashless Exchange. In lieu of exercising any Warrant pursuant to SECTION 3(a), at any time that the Exercise Price is less than the Fair Market Value of one Share, a Holder may elect to receive, without the payment by such Holder of any additional consideration, Shares equal to the value of such Warrant (or the portion thereof being canceled), together with such Other Securities and other consideration as otherwise provided herein, by surrender of a Warrant Certificate at the principal office of the Company together with an executed Notice of Exercise or Exchange in substantially the form attached hereto as EXHIBIT B. In such event the number of Shares that the Company shall issue to the Holder thereof shall be computed using the following formula: Y (A - B) X = ----------- A Where: X = The adjusted number of Shares to be issued to the Holder as a result of the cashless exchange election under this SECTION 3(b); Y = The number of Shares in respect of which the cashless exchange election under this SECTION 3(b) is made; A = The Fair Market Value of one Share at the time the cashless exchange election is made; and B = The Exercise Price.
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Cashless Exchange. Despite anything to the contrary in this Agreement, the obligation of the Subscriber to pay for the Subscription Price of the Notes under clause 4.1 above will be offset by the Issuer’s obligation to the Subscriber to repay the principal amount outstanding under the Existing Notes on maturity of such Existing Notes. Following such offset: (a) the Subscriber’s obligation to pay the Subscription Price to the Issuer under clause 4.1 or otherwise under this Agreement; and (b) the Issuer’s obligation to repay the principal amount outstanding under the Existing Notes, shall, in each case, be deemed discharged and satisfied in full.
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Cashless Exchange. In lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, in the event the Fair Market Value of one Share exceeds the Warrant Price on the date the Holder delivers this Warrant together with its Notice of Exercise/Exchange to the Company, Holder shall have the right to exchange this Warrant or any portion hereof for a number of Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exchanged. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed 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 with respect to which this Warrant is being exchanged (inclusive of the Shares surrendered to the Company in satisfaction of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.
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Related to Cashless Exchange

  • Cashless Exercise If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(c).

  • Cashless Settlement Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

  • Cashless Exercise at Company’s Option If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.