Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder's total purchase price (including brokerage commissions and other fees, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder, or (z) pay in cash to the Holder the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.
Appears in 3 contracts
Sources: Common Stock Purchase Warrant (Activecare, Inc.), Common Stock Purchase Warrant (Well Power, Inc.), Common Stock Purchase Warrant (HDS International Corp.)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder Holder, or its nominee, one or more certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder in good faith anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In andIn, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon request exercise of the Company, evidence of Warrant as required pursuant to the amount of such lossterms hereof.
Appears in 3 contracts
Sources: Securities Agreement (Artistdirect Inc), Securities Agreement (Artistdirect Inc), Securities Agreement (Artistdirect Inc)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before two Trading Days following the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's ’s total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
Appears in 3 contracts
Sources: Security Agreement (HyperSpace Communications, Inc.), Security Agreement (HyperSpace Communications, Inc.), Security Agreement (HyperSpace Communications, Inc.)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares Stock issuable pursuant to an exercise (the "Exercise Shares") on or before the Warrant Share Delivery DateDate and the Issuer or its transfer agent are solely at fault for such failure, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock (the "Substitute Shares") to deliver in satisfaction of a sale by the Holder of the Warrant Exercise Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company Issuer shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased Substitute Shares exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Exercise Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times by (2B) the per share price at which the Holder was to sell shares of Common Stock in the Buy-In (pursuant to the executed sell order giving rise to such purchase obligation was executedassociated with the Buy-In), and (B2) at the option of the Holder, either (x) reinstate the portion of to the Warrant and equivalent the number of Warrant Exercise Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) deliver transmitted to the Holder on or before the number of shares of Common Stock that would have been issued had Delivery Date or deliver the Company timely complied with its exercise and delivery obligations hereunder, or (z) pay in cash Exercise Shares to the Holder the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.the
Appears in 3 contracts
Sources: Warrant Agreement (Bioforce Nanosciences Holdings, Inc.), Warrant Agreement (Bioforce Nanosciences Holdings, Inc.), Warrant Agreement (Bioforce Nanosciences Holdings, Inc.)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to deliver the Warrant Shares, or cause its transfer agent the Transfer Agent to transmit to the Holder the certificate or certificates representing the Warrant Shares pursuant to an exercise, on or before the date that is seven (7) Trading Days after the Warrant Share Delivery Date, and if after such date Warrant Share Delivery Date the Holder is was required by its broker to purchase (in an open market transaction or otherwise) or the Holder's ’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then then, the Company shall (A) pay to such Holder, in cash cash, an amount equal to the Holder the amount, if any, by which (x) the excess of such Holder's ’s total purchase price (including brokerage commissions and other feesreasonable out-of-pocket expenses, if any) for the shares of Common Stock so purchased exceeds (yincluding brokerage commissions and other reasonable out-of-pocket expenses, if any) (the amount obtained by multiplying “Buy-In Price”) over the product of (1A) the such number of Warrant Shares shares of Common Stock that the Company was required to deliver to such Holder by the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and Warrant Share Delivery Date multiplied by (B) at the option highest volume weighted average price of the Holder, either (x) reinstate Common Stock on any Trading Day during the portion period commencing on the respective Warrant Share Delivery Date and ending on the date of the Warrant and equivalent number Company’s actual delivery of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its Holder was entitled to receive upon exercise and delivery obligations relating to such Warrant Share Delivery Date. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or (z) pay in cash equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Holder Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the amount obtained by multiplying (1) the number of Warrant Shares that the Company was as required to deliver pursuant to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such lossterms hereof.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (C-Bond Systems, Inc), Common Stock Purchase Warrant (C-Bond Systems, Inc)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunderhereunder (the "Buy-In Adjustment Amount"). For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000; provided, however, that the Company shall have no obligation to pay Holder the Buy-In Adjustment Amount if: (i) Holder shall not have delivered any and all documentation required to be delivered to the Company's transfer agent or its counsel in order to issue the Warrant Shares as required under the Transaction Documents, (ii) if the Buy-In, in the opinion of counsel to the Company, would result in a violation of the federal securities laws, or (iii) if the Buy-In is a result of the Holder's gross negligence or willful misconduct. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In andIn, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon request exercise of the Company, evidence of Warrant as required pursuant to the amount of such lossterms hereof.
Appears in 2 contracts
Sources: Securities Agreement (Ramp Corp), Securities Agreement (Ramp Corp)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the second Trading Day following the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's ’s total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In andIn, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon request exercise of the Company, evidence of Warrant as required pursuant to the amount of such lossterms hereof.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Samir Financial, L.L.C.), Short Term Common Stock Purchase Warrant (Samir Financial, L.L.C.)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executedexecuted (including brokerage commissions, if any), and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In andIn, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon request exercise of the Company, evidence of Warrant as required pursuant to the amount of such lossterms hereof.
Appears in 2 contracts
Sources: Securities Agreement (Practicexpert Inc), Securities Agreement (Practicexpert Inc)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executedexecuted (including brokerage commissions, if any), and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, Company evidence of the amount of such loss. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
Appears in 2 contracts
Sources: Securities Agreement (Pride Business Development Holdings, Inc.), Securities Agreement (Pride Business Development Holdings, Inc.)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the second Trading Day after the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's ’s total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
Appears in 2 contracts
Sources: Security Agreement (Alteon Inc /De), Security Agreement (Alteon Inc /De)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In andIn, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit the Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon request exercise of the Company, evidence of Warrant as required pursuant to the amount of such lossterms hereof.
Appears in 2 contracts
Sources: Security Agreement (World Waste Technologies Inc), Securities Agreement (World Waste Technologies Inc)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails for any reason to cause its transfer agent deliver to transmit to the a Holder the applicable certificate or certificates by the Warrant Shares on or before the Share Delivery Date pursuant to Section 2(c)(i), and if after such Warrant Share Delivery Date, and if after such date the Holder is required by its broker brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder's ’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the such Holder of the Warrant Shares which such Holder was entitled to receive upon the Holder anticipated receiving upon exercise relating to such exercise Warrant Share Delivery Date (a "“Buy-In"”), then the Company shall (A1) pay in cash to the such Holder (in addition to any other remedies available to or elected by such Holder) the amount, if any, by which (x) the such Holder's ’s total purchase price (including any brokerage commissions and other fees, if anycommissions) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying product of (1A) the aggregate number of Warrant Shares that the Company such Holder was required entitled to deliver to the Holder in connection with receive from the exercise at issue times multiplied by (2B) the actual sale price at which the sell order giving rise to such purchase obligation was executed, executed (including any brokerage commissions) and (B2) at the option of the such Holder, either reissue (xif surrendered) reinstate the portion of the a Warrant and equivalent to purchase such number of Warrant Shares as submitted for which such exercise was not honored in the Notice of Exercise in question (in which case case, such exercise shall be deemed rescinded), (y) or deliver to the such Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder, or (z) pay in cash to the Holder the amount obtained by multiplying (1) the number of Warrant Shares that would have been issued if the Company was required to deliver to the Holder in connection had timely complied with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.its delivery requirements under Section 2(c)
Appears in 2 contracts
Sources: Security Agreement (CorMedix Inc.), Security Agreement (CorMedix Inc.)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the second Trading Day following the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In andIn, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon request exercise of the Company, evidence of Warrant as required pursuant to the amount of such lossterms hereof.
Appears in 2 contracts
Sources: Securities Agreement (Intraop Medical Corp), Securities Agreement (Intraop Medical Corp)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a ▇▇▇▇▇▇'s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
Appears in 2 contracts
Sources: Securities Agreement (Mdi, Inc.), Securities Agreement (Alfacell Corp)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's ’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder's ’s total purchase price (including brokerage commissions and other fees, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder, or (z) pay in cash to the Holder the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the difference between the price at which the sell order giving rise to such purchase obligation was executedexecuted and the Exercise Price. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.
Appears in 2 contracts
Sources: Warrant Agreement (Jerrick Media Holdings, Inc.), Warrant Agreement (Jerrick Media Holdings, Inc.)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the 2nd trading day following the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's ’s total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In andIn, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a H▇▇▇▇▇’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon request exercise of the Company, evidence of Warrant as required pursuant to the amount of such lossterms hereof.
Appears in 1 contract
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery DateDate pursuant to this Section 2(e), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's ’s total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In andIn, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon request exercise of the Company, evidence of Warrant as required pursuant to the amount of such lossterms hereof.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Cell Therapeutics Inc)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the fifth Trading Day immediately following the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's ’s total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In andIn, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon request exercise of the Company, evidence of Warrant as required pursuant to the amount of such lossterms hereof.
Appears in 1 contract
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holderholder, if the Company fails for any reason to cause its transfer agent to transmit deliver to the Holder holder such certificate or certificates by the Warrant Shares on or before the Warrant Share Delivery DateDate pursuant to Section 3.1, and if after such date Share Delivery Date the Holder holder is required by its broker brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holderholder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder holder of the shares of Common Stock purchased upon exercise of this Warrant Shares which the Holder anticipated receiving was entitled to receive upon the exercise relating to such exercise Share Delivery Date (a "Buy-In"), then the Company shall (A) pay in cash to the Holder holder (in addition to any other remedies available to or elected by the holder) the amount, if any, by which (x) the Holderholder's total purchase price (including any brokerage commissions and other fees, if anycommissions) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying product of (1) the aggregate number of Warrant Shares shares of Common Stock that the Company Holder was required entitled to deliver to the Holder in connection with receive from the exercise at issue times multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed, executed (including any brokerage commissions) and (B) at the option of the Holderholder, either reissue (xif surrendered) reinstate the portion of the this Warrant and equivalent representing that number of Warrant Shares for shares of Common Stock which it represented prior to such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder holder the number of shares of Common Stock that would have been issued had if the Company had timely complied with its delivery requirements under Section 3.1. For example, if the holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise and delivery obligations hereunder, or (z) pay in cash of this Warrant with respect to the Holder the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order actual sale price of the shares of Common Stock purchased upon exercise of this Warrant (including any brokerage commissions) giving rise to such purchase obligation was executeda total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the holder $1,000. The Holder holder shall provide the Company written notice indicating the amounts payable to the Holder holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.
Appears in 1 contract
Sources: Warrant Agreement (Fresh Healthy Vending International, Inc.)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the 2nd Trading Day immediately following the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's ’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's ’s total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.Holder
Appears in 1 contract
Sources: Security Agreement (Micromet, Inc.)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holderholder, if the Company fails for any reason to cause its transfer agent to transmit deliver to the Holder holder such certificate or certificates by the Warrant Shares on or before the Warrant Share Delivery DateDate pursuant to Section 3.1, and if after such date Share Delivery Date the Holder holder is required by its broker brokerage firm to purchase (in an open market transaction or otherwise) ), or the Holder's holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder holder of the shares of Common Stock purchased upon exercise of this Warrant Shares which the Holder anticipated receiving was entitled to receive upon the exercise relating to such exercise Share Delivery Date (a "“Buy-In"”), then the Company shall (A) pay in cash to the Holder holder (in addition to any other remedies available to or elected by the holder) the amount, if any, by which (x) the Holder's holder’s total purchase price (including any brokerage commissions and other fees, if anycommissions) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying product of (1) the aggregate number of Warrant Shares shares of Common Stock that the Company Holder was required entitled to deliver to the Holder in connection with receive from the exercise at issue times multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed, executed (including any brokerage commissions) and (B) at the option of the Holderholder, either reissue (xif surrendered) reinstate the portion of the this Warrant and equivalent representing that number of Warrant Shares for shares of Common Stock which it represented prior to such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder holder the number of shares of Common Stock that would have been issued had if the Company had timely complied with its exercise and delivery obligations hereunderrequirements under Section 3.1. For example, or (z) pay in cash if the holder purchases Common Stock having a total purchase price of $11,000 to the Holder the amount obtained by multiplying (1) the number cover a Buy-In with respect to an attempted exericise of this Warrant Shares that the Company was required with respect to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order actual sale price of the shares of Common Stock purchased upon exercise of this Warrant (including any brokerage commissions) giving rise to such purchase obligation was executeda total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the holder $1,000. The Holder holder shall provide the Company written notice indicating the amounts payable to the Holder holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.
Appears in 1 contract
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In andIn, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit the Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon request exercise of the Company, evidence of Warrant as required pursuant to the amount of such lossterms hereof.
Appears in 1 contract
Sources: Securities Agreement (Miller Energy Resources, Inc.)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In andIn, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it ▇▇▇▇▇nder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon request exercise of the Company, evidence of Warrant as required pursuant to the amount of such lossterms hereof.
Appears in 1 contract
Sources: Security Agreement (Cdknet Com Inc)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the 4th Trading Day following the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases), shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's ’s total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
Appears in 1 contract
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to transmit, or cause its transfer agent to transmit transmit, to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In andIn, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon request exercise of the Company, evidence of Warrant as required pursuant to the amount of such lossterms hereof.
Appears in 1 contract
Sources: Securities Agreement (Spacedev Inc)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's ’s total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased to satisfy a sale exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In andIn, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon request exercise of the Company, evidence of Warrant as required pursuant to the amount of such lossterms hereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (Certified Diabetic Services Inc)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's ’s brokerage firm otherwise purchases, shares of Common Stock ADSs to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder's ’s total purchase price (including brokerage commissions and other fees, if any) for the shares of Common Stock ADSs so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) deliver to the Holder the number of shares of Common Stock ADSs that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder, or (z) pay in cash to the Holder the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.
Appears in 1 contract
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the 2nd Trading Day after the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice and documentation indicating the amounts payable to the Holder in respect of the Buy-In andIn, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon request exercise of the Company, evidence of Warrant as required pursuant to the amount of such lossterms hereof.
Appears in 1 contract
Sources: Securities Agreement (Isonics Corp)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date because of such failure the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (A) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder, or (z) pay in cash to the Holder the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.obligations
Appears in 1 contract
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares on or before the Warrant Share Delivery DateDate (assuming the Holder’s delivery to the Company of a fully and accurately completed Notice of Exercise), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's ’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder's ’s total purchase price (including brokerage commissions and other fees, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder, or (z) pay in cash to the Holder the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Seven Arts Entertainment Inc.)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to, or fails to cause its transfer agent to the Transfer Agent to, allot and issue the Warrant Shares or transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) ), or the Holder's ’s brokerage firm otherwise purchases, shares of Common Stock Company Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder's ’s total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock Company Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock Company Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Company Shares having a total purchase price of Warrant $11,000.00 to cover a Buy-In with respect to an attempted exercise of Company Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000.00, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000.00. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit H▇▇▇▇▇’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Company Shares upon exercise of the Warrant as required pursuant to the terms hereof.
Appears in 1 contract
Sources: Security Agreement (Zerospo)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's ’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder's ’s total purchase price (including brokerage commissions and other fees, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder, or (z) pay in cash to the Holder the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.
Appears in 1 contract
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share second business day following the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's ’s total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of shares of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of shares of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In andIn, upon request of together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, evidence at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the amount Company’s failure to timely deliver certificates representing shares of such lossCommon Stock upon exercise of this Warrant as required pursuant to the terms hereof.
Appears in 1 contract
Sources: Warrant Agreement (Gulfstream International Group Inc)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the second Trading Day following the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
Appears in 1 contract
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "BuyBUY-InIN"), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In andIn, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit the Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon request exercise of the Company, evidence of Warrant as required pursuant to the amount of such lossterms hereof.
Appears in 1 contract
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the close of business on or before the third Trading Day after the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's ’s total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
Appears in 1 contract
Sources: Security Agreement (Alteon Inc /De)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares on or before the second Trading Day following the Warrant Share Delivery DateDate the Warrant Shares pursuant to an exercise, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's ’s total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In andIn, upon request of together with applicable confirmations and other evidence reasonably requested by the Company, evidence of the amount of such loss.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Neurobiological Technologies Inc /Ca/)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company Issuer fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares Stock pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares Stock which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company Issuer shall (A) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's ’s total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of shares of Warrant Shares Stock that the Company Issuer was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder, or (z) pay in cash to the Holder the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed. The Holder shall provide to the Company Issuer a written notice indicating the amounts payable to the Holder in respect of the Buy-In andIn, together with applicable confirmations and other evidence reasonably requested by the Issuer. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance with respect to the Issuer’s failure to timely deliver certificates representing shares of Common Stock upon request exercise of this Warrant as required pursuant to the Company, evidence of the amount of such lossterms hereof.
Appears in 1 contract
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if If the Company fails to cause its transfer agent the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder's total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (SMSA Palestine Acquistion Corp.)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if If the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the fourth Trading Day following the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's ’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's ’s total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice notice, in form and substance acceptable to the Company, indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit the Holder’s right to pursue any equitable remedies available to it hereunder including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Targeted Genetics Corp /Wa/)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares on or before pursuant to an exercise within 5 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above in item ii (“Warrant Share Delivery Date”), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's ’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's ’s total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
Appears in 1 contract
Sources: Securities Agreement (Nutracea)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the fourth Trading Day following the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "“Buy-In"”), then the Company shall (A1) pay in cash to the Holder the amount, if any, amount by which (x) the Holder's ’s total purchase price (including brokerage commissions and other feescommissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2B) the price at which the sell order giving rise to such purchase obligation was executed, and (B2) at the option of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, or (z) pay in cash to if the Holder the amount obtained by multiplying (1) the number purchases Common Stock having a total purchase price of Warrant Shares that the Company was required $11,000 to deliver cover a Buy-In with respect to the Holder in connection an attempted exercise of shares of Common Stock with the exercise at issue times (2) the an aggregate sale price at which the sell order giving rise to such purchase obligation was executedof $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
Appears in 1 contract