Cashless Net Exercise Sample Clauses

POPULAR SAMPLE Copied 12 times
Cashless Net Exercise. In lieu of exercising the Warrant or any portion thereof for cash, the Holder shall have the right to convert the Warrant, or any portion thereof, into Warrant Shares by executing and delivering to the Company, at its principal executive office, a duly executed Subscription Form, specifying the number of Warrant Shares as to which the Warrant is being exercised, and accompanied by the surrender of the Warrant. The number of Warrant Shares to be issued shall be computed using the following formula: X = [y•(A-B)]/A X = the number of Warrant Shares to be issued to such Holder Y = the total number of Warrant Shares then issuable upon exercise of the Warrant in full A = the Fair Value (as defined below) of one Warrant Share B = the Exercise Price (as adjusted) on the date of conversion
View SourceView Similar (6)
Cashless Net Exercise. In the event the current market price (as determined below) of a Common Share exceeds the Exercise Price on the business day immediately prior to the exercise of the Warrant, the holder hereof may elect to exercise the Warrants, in whole or in part, pursuant to this Section 2 by designating the exercise as a Cashless Net Exercise on the Exercise Form. If the exercise is designated as a Cashless Net Exercise on the Exercise Form, then the Company, in accordance with Section 1 hereof, will issue on exercise of this Warrant, without the payment by the holder hereof of any additional consideration, a number of Common Shares determined by dividing (i) the result of the difference between such current market price and the Exercise Price multiplied by the number of Common Shares into which the Warrants then being exercised are exercisable, by (ii) the current market price per Common Share. For the purpose of any computation of current market price under this Section, the current market price per Common Share at any date shall be the closing price on the business day immediately prior to the exercise of the Warrants. The closing price for any day shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices for such day, in each case (1) on the principal national securities exchange on which the Common Shares are listed or to which such shares are admitted to trading or (2) if the Common Shares are not listed or admitted to trading on a national securities exchange, in the over-the-counter market as reported by Nasdaq or any comparable system or (3) if the Common Shares are not listed on Nasdaq or a comparable system, as determined in good faith by the Board of Directors of the Company.
View SourceView Similar (5)
Cashless Net Exercise. The Holder may exercise its right (the "NET EXERCISE RIGHT"), prior to and including the Expiration Date, to receive Warrant Shares on a net basis, such that, without the payment of cash, the Holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of the Warrant less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder of the Warrant Shares. The Holder may not exercise a Net Exercise Right unless the fair market value of the Warrant Shares receivable upon exercise of the Warrant (the "SURRENDERED WARRANT SHARES") is sufficient to satisfy the payment of the Exercise Price in full. The number of Warrant Shares to be issued pursuant to the Holder's exercise of the Net Exercise Right shall be computed using the following formula: Y(A-B) X= ---------- A where: X = the number of Warrant Shares to be issued to the Holder pursuant to this Section 2.4. Y = the number of Warrant Shares as to which the Net Exercise Right is being exercised. A = the fair market value of one Warrant Share, as determined in good faith by the Company's Board of Directors (the "BOARD"), as at the time the Net Exercise Right is exercised pursuant to this Section 2.4. B = the Exercise Price (as adjusted pursuant to Section 6 hereof). For purposes of this Section 2.4, "fair market value" per Warrant Share will be the last reported closing price of the Common Stock, which shall be (i) if the Common Stock is listed or admitted to trading on the New York Stock Exchange, the closing price on the NYSE-Composite Tape (or any successor composite tape reporting transactions on the New York Stock Exchange) or, if such a composite tape shall not be in use or shall not report transactions in the Common Stock, or if the Common Stock shall be listed on a stock exchange other than the New York Stock Exchange , the last reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading (which shall be the national securities exchange on which the greatest number of shares of the Common Stock have been traded during such thirty (30) consecutive trading days), or (ii) if the Common Stock is not listed or a...
View SourceView Similar (2)
Cashless Net Exercise. At the Company’s option, in lieu of exercising this Option in the manner set forth in paragraph 4(a) above, this Option may be exercised, in whole or in part, by surrender of the Option without payment of any other consideration, commission or remuneration, by execution of the cashless exercise subscription form (in the form provided by the Company duly executed). The number of shares to be issued in exchange for the Option will be computed by subtracting the Option Exercise Price from either (i) the last sale price of the Common Stock on the date of receipt of the cashless exercise subscription form, or (ii) the most recent negotiated value used in connection with any sale of the Company’s securities or in connection with any business combination involving the Company (the “FMV Price”), and multiplying that amount by the number of shares represented by the Option, and dividing by the FMV Price as of the same date. If this Option is exercised in whole, in lieu of any fractional share of the Common Stock to which the Option-holder shall be entitled, the Company shall pay to the Option-holder cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine). If this Option is exercised in part, this Option must be exercised for a number of whole shares of the Common Stock, and the Option-holder is entitled to receive a new Option covering the Option Shares which have not been exercised.
View SourceView Similar (5)
Cashless Net Exercise. At the Company’s option, in lieu of exercising this Option in the manner set forth in paragraph 4(a) above, this Option may be exercised, in whole or in part, by surrender of the Option without payment of any other consideration, commission or remuneration, by execution of the cashless exercise subscription form (in the form provided by the Company duly executed). The number of shares to be issued in exchange for the Option will be computed by subtracting the Option Exercise Price from, in the Company’s sole discretion, and in compliance with all applicable laws, rules, regulations, and Company policies, and subject to Section 409A of the Code, either (i) the last sale price of the Common Stock on the date of receipt of the cashless exercise subscription form, or if the Share are not publicly traded, (ii) the most recent negotiated value used in connection with any sale of the Company’s securities or in connection with any business combination involving the Company (the “FMV Price”), and multiplying that amount by the number of shares represented by the Option, and dividing by the FMV Price as of the same date. If this Option is exercised in whole, in lieu of any fractional share of the Common Stock to which the Option-holder shall be entitled, the Company shall pay to the Option-holder cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine). If this Option is exercised in part, this Option must be exercised for a number of whole shares of the Common Stock, and the Option-holder is entitled to receive a new Option covering the Option Shares which have not been exercised.
View Source
Cashless Net Exercise. At any time after June 30, 2005, and so long as the Warrant Shares are not on the date of exercise registered on a then-effective registration statement, in lieu of exercising the Warrant or any portion thereof for cash, the Holder shall have the right to convert the Warrant, or any portion thereof, into Warrant Shares by executing and delivering to the Company, at its principal executive office, a duly executed Subscription Form, specifying the number of Warrant Shares as to which the Warrant is being exercised, and accompanied by the surrender of the Warrant. The number of Warrant Shares to be issued shall be computed using the following formula: X = [Y o (A-B)]/A Where:
View Source

Related to Cashless Net Exercise

  • 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).

  • Net Exercise If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the 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 or by check, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall receive Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgment.

  • 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.

  • Mechanics of Cashless Exercise The Cashless Exercise Right may be exercised by the Holder on any business day on or after the Commencement Date and not later than the Expiration Date by delivering the Purchase Option with the duly executed exercise form attached hereto with the cashless exercise section completed to the Company, exercising the Cashless Exercise Right and specifying the total number of Units the Holder will purchase pursuant to such Cashless Exercise Right.

  • 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.