Duration and Exercise of Warrant. (a) The rights represented by this Warrant may be exercised, by the Warrantholder of record, in whole, or from time to time in part (but covering at least the lesser of 1,000 shares or the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office or agency of the Company as it may designated by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and such documentation as to the identify and authority of the Warrantholder as the Company may reasonably request. (b) Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. (c) If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. (d) No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.
Appears in 4 contracts
Sources: Warrant Agreement (2 Infinity Inc), Warrant Agreement (2 Infinity Inc), Warrant Agreement (2 Infinity Inc)
Duration and Exercise of Warrant. This Warrant may be exercised by the Warrantholder by (a) The rights represented by the surrender of this Warrant may be exercisedto the Company, by the Warrantholder of record, in whole, or from time to time in part (but covering at least the lesser of 1,000 shares or the with a duly executed Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office or agency of the Company as it may designated by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day Business Day and (a "Business Day"b) other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company Company, for the account of the Company, by cash or by certified check, of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and such documentation as to the identify and authority in lawful money of the Warrantholder as the Company may reasonably request.
(b) Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten business days, after the date the Company receives the fully completed Exercise FormUnited States of America. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Company agrees that such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
(c) . A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within 10 days, thereafter. The stock certificate or certificates so delivered shall be in denominations of 100 shares each or such lesser or greater denominations as may be specified by the Warrantholder in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates for the Warrant Sharesstock certificate or certificates, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant.
(d) . No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Deeptech International Inc), Common Stock Purchase Warrants (Deeptech International Inc)
Duration and Exercise of Warrant. (a) The rights represented by this Warrant may be exercised, exercised by the Warrantholder of record, in whole, or from time to time in part by the (but covering at least the lesser a) surrender of 1,000 shares or this Warrant, accompanied by the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company Corporation at the office of the Company Corporation located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office or agency of the Company Corporation as it may designated designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the CompanyCorporation) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the Company City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") or on or after 9:00 a.m. HoustonA.M., Texas time Los Angeles time, on the Initial any Exercise Commencement Date but not later than 5:00 p.m. the close of business on the Expiration Date (or 5:00 p.m. the close of business on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and (b) delivery of payment to the Company Corporation, for the account of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and such documentation as to the identify and authority in lawful money of the Warrantholder as the Company may reasonably request.
(b) Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten business days, after the date the Company receives the fully completed Exercise FormUnited States of America. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Corporation agrees that such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
(c) If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates . Certificates for the Warrant Shares, deliver Shares specified in the Exercise Form shall be delivered to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Sharesas promptly as practicable, which new Warrant shall and in all other respects be identical with this Warrant.
any event within ten (d10) No adjustments Business Days, thereafter. The certificate or payments certificates so delivered shall be made on or issued in respect the name of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable Warrantholder or, if permitted by subsection 2.5 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form, subject to holders of record of Common Stock prior subsection 2.4, and shall be subject to the date as of which restrictions on transfer and bear the Warrantholder shall be deemed to be the record holder of such Warrant Shareslegend specified in subsection 2.
Appears in 2 contracts
Sources: Warrant Agreement (Alliance Pharmaceutical Corp), Warrant Agreement (Alliance Pharmaceutical Corp)
Duration and Exercise of Warrant. (a) The rights represented by this Warrant may be exercised, by the Warrantholder of record, in whole, or from time to time in part (but covering at least the lesser of 1,000 shares or the remaining unexercised portion of this Warrant), by surrender of this Warrant, accompanied by the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇ (or such other office or agency of the Company as it may designated designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or on or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and such documentation as to the identify identity and authority of the Warrantholder as the Company may reasonably request.
(b) Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
(c) If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant.
(d) No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.
Appears in 2 contracts
Sources: Warrant Agreement (2 Infinity Inc), Warrant Agreement (2 Infinity Inc)
Duration and Exercise of Warrant. (a) This Warrant may be exercised to purchase all of the underlying shares set forth above from and after April 30, 2000 (the "Exercise Date") to and including 5:00 p.m. New York City time on March 16, 2010 (the "Expiration Date").
(b) The rights represented by this Warrant may be exercised, exercised by the Warrantholder of record, in whole, or from time to time in part part, by:
(but covering at least the lesser i) Surrender of 1,000 shares or this Warrant, accompanied by either the Exercise Form annexed hereto hereto, or if the Warrantholder decides to exercise the Warrant pursuant to the broker-assisted cashless exercise program instituted by the Company, an applicable exercise form provided by the Company (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Suite 900, Dallas, Texas 75204 (or such other office or agency of the Company as it may designated designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the New York Stock Exchange is authorized to close or on which the Company is otherwise closed for business (a "Nonbusiness Day") or on or after 9:00 a.m. Houston, Texas A.M. New York City time on the Initial Exercise Date but not later than 5:00 p.m. P.M. on the Expiration Date (or 5:00 p.m. P.M. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery ,
(ii) Delivery of payment to the Company in cash or by certified or official bank check in New York Clearing House Funds, of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and (such payment may be made by the Warrantholder directly or by a designated broker pursuant to the broker-assisted cashless exercise program instituted by the Company, subject to subsection 1.4 herein) and
(iii) Such documentation as to the identify identity and authority of the Warrantholder as the Company may reasonably request.
(b) Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder (cor designated broker, as the case may be) as promptly as practicable, and in any event within 10 business days, thereafter. The stock certificates so delivered shall be in denominations of at least one thousand (1,000) shares each or such other denomination as may be specified by the Warrantholder and agreed upon by the Company, and shall be issued in the name of the Warrantholder or, if permitted by subsection 1.4 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder (or designated broker, as the case may be) a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant.
(d) . No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.
Appears in 2 contracts
Sources: Warrant Agreement (Fyi Inc), Warrant Agreement (Fyi Inc)
Duration and Exercise of Warrant. (a) The rights represented by this Warrant may be exercised, exercised by the Warrantholder of record, in whole, or from time to time in part (but covering at least the lesser greater of 1,000 shares or the remaining unexercised portion of this Warrant), by surrender of this Warrant, accompanied by the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇ (or such other office or agency of the Company as it may designated designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or on or after 9:00 a.m. a.m., Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form Form, payable in cash or certified bank check, and such documentation as to the identify identity and authority of the Warrantholder as the Company may reasonably request.
(b) Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
(c) . Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within 5 business days, thereafter. The stock certifi of the Warrantholder or, if permitted by subsection 1.4 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant.
(d) . No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.
Appears in 2 contracts
Sources: Warrant Agreement (Nationwide Staffing Inc), Warrant Agreement (Nationwide Staffing Inc)
Duration and Exercise of Warrant. (a) The rights represented by Subject to the terms and conditions set forth herein, this Warrant may be exercised, in whole or in part, by the Warrantholder by:
(a) the surrender of recordthis Warrant to the Company, in whole, or from time to time in part (but covering at least the lesser of 1,000 shares or the with a duly executed Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office or agency of the Company as it may designated by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on Day prior to the Expiration Date Date; and
(or 5:00 p.m. on b) the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company Company, for the account of the Company, by cash, wire transfer, certified or official bank check or any other means approved by the Company, of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form in lawful money of the United States of America.
(c) In addition to and such documentation as to without limiting the identify and authority rights of the Warrantholder as under any other terms set forth herein, the Warrantholder shall have, upon written request by the Warrantholder delivered or transmitted to the Company may reasonably request.
together with this Warrant, the right (bthe "Conversion Right") Certificates for to require the Company to convert this Warrant into Common Shares specified in as follows: upon exercise of the Exercise Form Conversion Right, the Company shall be delivered deliver to the Warrantholder (without payment by the Warrantholder of any Exercise Price) the number of Common Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price in effect immediately prior to the exercise of the Conversion Right from the aggregate Current Market Price (determined as promptly provided in Section 10 below) of the Common Shares issuable upon exercise of this Warrant immediately prior to the exercise of the Conversion Right) by (y) the Current Market Price of one Common Share (determined as practicable, and provided in any event within ten business days, after Section 10 below) immediately prior to the date exercise of the Conversion Right. The Conversion Right referred to in this Section 1.1(c) may be exercised by the Warrantholder by surrender of this Warrant at the principal office of the Company receives or at the fully completed Exercise Formoffices of its Shares transfer or warrant agent, if any, together with a written statement specifying that the Warrantholder thereby intends to exercise the Conversion Right. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Company agrees that such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
(c) If this Warrant . Notwithstanding the foregoing, no such surrender shall have been exercised only in part, be effective to constitute the Person entitled to receive such shares as the record holder thereof while the transfer books of the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall Common Shares are closed for any purpose (but not for any period in all other respects be identical with this Warrant.
(d) No adjustments or payments shall be made on or in respect excess of Warrant Shares issuable on the exercise five days); but any such surrender of this Warrant for exercise during any cash dividends paid or payable to holders period while such books are so closed shall become effective for exercise immediately upon the reopening of record such books, as if the exercise had been made on the date this Warrant was surrendered and for the number of shares of Common Stock prior to Shares and at the Exercise Price in effect at the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Sharessurrender.
Appears in 2 contracts
Sources: Warrant Agreement (Central Reserve Life Corp), Warrant Agreement (Central Reserve Life Corp)
Duration and Exercise of Warrant. (a) The rights represented by this Warrant may be exercised, exercised by the Warrantholder of record, in whole, or from time to time in part (but covering at least the lesser of 1,000 shares or the remaining unexercised portion of this Warrant), by surrender of this Warrant, accompanied by the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇2078 Prospector Avenue Park City, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Utah 84060 (or such other office or agency of the Company as it may designated designate by notice to the Warrantholder at the address of such Warrantholder Warran▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or on or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company in cash or by certified bank check of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and such documentation as to the identify identity and authority of the Warrantholder as the Company may reasonably request.
(b) Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that which is the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
(c) . Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within 10 business days, thereafter. The stock certificates so delivered shall be in denominations of at least 1,000 shares each or such other denomination as may be specified by the Warrantholder and agreed upon by the Company, and shall be issued in the name of the Warrantholder or, if permitted by subsection 1.5 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant.
(d) . No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.
Appears in 2 contracts
Sources: Warrant Agreement (Triad Medical Inc), Warrant Agreement (Triad Medical Inc)
Duration and Exercise of Warrant. (a) This Warrant may be exercised to purchase all of the underlying shares set forth above upon satisfaction of the conditions set forth in ANNEX A to this Warrant or (i) if the conditions set forth in clause (i) of this subsection 1.1(a) are not satisfied, March 16, 2009 if at such time ▇▇. ▇▇▇▇▇▇ is an employee of the Company (each of the events
(a) (ii) above.
(b) The rights represented by this Warrant may be exercised, exercised by the Warrantholder of record, in whole, or from time to time in part part, by:
(but covering at least the lesser i) Surrender of 1,000 shares or this Warrant, accompanied by either the Exercise Form annexed hereto hereto, or if the Warrantholder decides to exercise the Warrant pursuant to the broker-assisted cashless exercise program instituted by the Company, an applicable exercise form provided by the Company (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Suite 900, Dallas, Texas 75204 (or such other office or agency of the Company as it may designated designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the New York Stock Exchange is authorized to close or on which the Company is otherwise closed for business (a "Nonbusiness Day") or on or after 9:00 a.m. Houston, Texas A.M. New York City time on the Initial Exercise Date but not later than 5:00 p.m. P.M. on the Expiration Date (or 5:00 p.m. P.M. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery ,
(ii) Delivery of payment to the Company in cash or by certified or official bank check in New York Clearing House Funds, of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and (such payment may be made by the Warrantholder directly or by a designated broker pursuant to the broker-assisted cashless exercise program instituted by the Company, subject to subsection 1.4 herein) and
(iii) Such documentation as to the identify identity and authority of the Warrantholder as the Company may reasonably request.
(b) Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder (cor designated broker, as the case may be) as promptly as practicable, and in any event within 10 business days, thereafter. The stock certificates so delivered shall be in denominations of at least one thousand (1,000) shares each or such other denomination as may be specified by the Warrantholder and agreed upon by the Company, and shall be issued in the name of the Warrantholder or, if permitted by subsection 1.4 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder (or designated broker, as the case may be) a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant.
(d) . No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.
Appears in 1 contract
Sources: Warrant Agreement (Fyi Inc)
Duration and Exercise of Warrant. (a) The rights represented by Subject to Sections 2.2 and 2.3 hereof and the other terms and conditions set forth herein, this Warrant may be exercised, in whole or in part, by the Warrantholder by (i) the surrender of recordthis Warrant to the Company, in whole, or from time to time in part (but covering at least the lesser of 1,000 shares or the with a duly executed Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office or agency of the Company as it may designated by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on Day prior to the Expiration Date and (or 5:00 p.m. on ii) the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company Company, for the account of the Company, by cash, wire transfer, certified or official bank check or any other means approved by the Company, of the aggregate Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and such documentation as to the identify and authority in lawful money of the Warrantholder as the Company may reasonably requestUnited State of America.
(b) Certificates for As soon as possible, but in any event not more than five Business Days, after the surrender of this Warrant with a duly executed Exercise Form and, if the Conversion Right is not exercised pursuant to Section 2.3, the payment by the Warrantholder of the aggregate Exercise Price in accordance with the foregoing subsection (a), the Company shall deliver to the Warrantholder a stock certificate or certificates representing the Warrant Shares specified in the Exercise Form shall Form, together with a check for the amount of cash (calculated in accordance with Section 7.4) to be delivered paid by the Company to the Warrantholder as promptly as practicablein lieu of the issuance of fractional shares, and in any event within ten business daysif any; provided, after however, that if a determination of a nationally recognized investment banking firm is necessary to determine the date the Company receives the fully completed Exercise Form. The stock certificates so delivered Current Market Price pursuant to Section 2.3(a), such delivery shall be in denominations specified by the Warrantholder, and made promptly after such determination is made (such determination pursuant to Section 2.3(a) shall be issued in the name of the Warrantholder. Such made with reasonable promptness but no more frequently than on a quarterly basis).
(c) The Company agrees that such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is as the record holder of such Warrant Shares as of the close of business on the date Business Day on which this Warrant shall have been surrendered to the Company, together with the duly executed Exercise Form, and payment of the Exercise Price made for the Warrant Shares as aforesaidaforesaid (or as provided in Section 2.3 below).
(c) If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant.
(d) No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.
Appears in 1 contract
Sources: Warrant Agreement (Eclipsys Corp)
Duration and Exercise of Warrant. (a) The rights represented by this Warrant may be exercised, exercised by the Warrantholder of record, in whole, or from time to time in part by the (but covering at least the lesser a) surrender of 1,000 shares or this Warrant, accompanied by the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company Corporation at the office of the Company Corporation located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office or agency of the Company Corporation as it may designated designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the CompanyCorporation) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to close in the Company City of Los Angeles, State of California or on which the Corporation is otherwise closed for business (a "Nonbusiness Day") or on or after 9:00 a.m. HoustonA.M., Texas time Los Angeles time, on the Initial any Exercise Commencement Date but not later than 5:00 p.m. the close of business on the Expiration Date (or 5:00 p.m. the close of business on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), and (b) delivery of payment to the Company Corporation, for the account of the Corporation, by cash, by certified or bank cashier's check or by wire transfer, of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and such documentation as to the identify and authority in lawful money of the Warrantholder as the Company may reasonably request.
(b) Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten business days, after the date the Company receives the fully completed Exercise FormUnited States of America. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Corporation agrees that such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten (c10) Business Days, thereafter. The certificate or certificates so delivered shall be issued in the name of the Warrantholder or, if permitted by subsection 2.5 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form, subject to subsection 2.4, and shall be subject to the restrictions on transfer and bear the legend specified in subsection 2.5. If this Warrant shall have been exercised only in part, the Company Corporation shall, at the time of delivery of the certificate or certificates for the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant.
. If this Warrant is not exercised prior to the close of business on the Expiration Date (d) or the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), this Warrant shall cease to be exercisable and shall become void and all rights of the Warrantholder hereunder shall cease. No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends distributions paid or payable to holders of record of shares of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.
(b) No fractional shares of Common Stock shall be issued upon the exercise of this Warrant. If more than one Warrant shall be exercised at one time by the same holder, the number of Warrant Shares which shall be issuable shall be computed on the basis of the aggregate principal amount of the Warrants so exercised. With respect to any fraction of a share called for upon any exercise hereof, the Corporation shall pay to the Warrantholder an amount in cash equal to such fraction multiplied by, the difference between the "closing price of the Corporation's Common Stock", determined as of the date of exercise in accordance with subsection 7.5 hereof, and this Warrant's exercise price per share of Common Stock as of the date of exercise.
Appears in 1 contract
Duration and Exercise of Warrant. SECTION 2.1 This Warrant may be exercised at any time after 9:00 A.M., Eastern time on the Issue Date, and before 5:00 P.M., Eastern time, on the Expiration Date.
(a) The rights represented by Holder may exercise this Warrant may be exercised, by the Warrantholder of record, in whole, whole or from time to time in part (but covering at least not in denominations of fewer than 5,000 Warrant Shares except upon an exercise of the lesser of 1,000 shares or Warrant with respect to the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number remaining balance of Warrant Shares to be purchasedpurchasable hereunder at the time of exercise) by surrender of this Warrant, with the Purchase Form (attached hereto) duly executed, to the Company at its corporate office in Phoenix, Arizona, together with the office applicable Purchase Price of each Warrant Share being purchased in lawful money of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇United States, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office by certified check or agency of the Company as it may designated by notice official bank check payable in United States dollars to the Warrantholder at the address of such Warrantholder appearing on the books order of the Company) during normal business hours on any day (a "Business Day") , subject to compliance with all the other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company of the Exercise Price for the number of Warrant Shares or cash conditions set forth in lieu thereof specified in the Exercise Form and such documentation as to the identify and authority of the Warrantholder as the Company may reasonably requestthis Warrant.
(b) Certificates Upon receipt of this Warrant with the Purchase Form duly executed and accompanied by payment of the aggregate Purchase Price for the shares of Common Stock for which this Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicableis being exercised, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Warrant Shares shall be deemed by the Company cause to be issued to certificates for the Warrantholder that is the record holder total number of such Warrant Shares whole shares (as provided in Section 3.2 hereof) of the close of business on the date on Common Stock for which this Warrant shall have been surrendered is being exercised in such denominations as are required for delivery to the Holder, and payment made for the Warrant Shares as aforesaidCompany will promptly deliver those certificates to the Holder.
(c) If the Holder exercises this Warrant shall have been exercised only in partwith respect to fewer than all the shares of Common Stock that may be purchased by exercise of this Warrant, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder will execute a new Warrant evidencing for the rights to purchase balance of the remaining shares of Common Stock that may be purchased by exercise of this Warrant Shares, which and deliver that new Warrant shall in all other respects be identical with this Warrantto the Holder.
(d) No adjustments or payments shall The Company covenants and agrees that it will pay when due any and all taxes which may be made on or payable in respect of the issue of this Warrant, or the issue of any Warrant Shares issuable on upon the exercise of this Warrant for other than income or similar taxes of any cash dividends paid kind imposed upon the Holder of this Warrant. The Company will not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance or payable delivery of this Warrant or of Warrant Shares in a name other than that of the Holder at the time of surrender, and until the payment of any such tax, the Company will not be required to holders of record of Common Stock prior transfer this Warrant or issue the Warrant Shares which are subject to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Sharestax.
Appears in 1 contract
Duration and Exercise of Warrant. (a) The rights represented by Subject to the terms and conditions set forth herein, this Warrant may be exercised, in whole or in part, by the Warrantholder by:
(a) the surrender of recordthis Warrant to the Company, in whole, or from time to time in part (but covering at least the lesser of 1,000 shares or the with a duly executed Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office or agency of the Company as it may designated by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on Day prior to the Expiration Date (or 5:00 p.m. on Date, and the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and such documentation as in the form of cash or certified or bank check payable to the identify and authority order of the Warrantholder as the Company may reasonably request.Company; or
(b) Certificates for if at any time after the initial effectiveness of the Registration Statement (as defined below), there is not an effective Registration Statement covering the Warrant Shares specified at the time of exercise, in lieu of any cash payment, the surrender of this Warrant to the Company, with a duly executed Exercise Form shall specifying the number of Warrant Shares to be delivered purchased, during normal business hours on any Business Day prior to the Warrantholder as promptly as practicableExpiration Date, and in any event within ten business days, after exchange for the date number of shares of Common Stock computed by using the Company receives following formula: X=Y (A -B) A Where X = the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name number of the Warrantholder. Such Warrant Shares shall be deemed by the Company shares of Common Stock to be issued to the Warrantholder pursuant to the net exercise. Y = the number of shares of Common Stock subject to the Warrant being exercised or, if only a portion of such Warrant is being exercised, the portion of such Warrant being canceled (at the time of such calculation). A = the Weighted Average Price of one share of Common Stock (at the date of such calculation). B = the Exercise Price (as adjusted to the date of such calculation). The Company agrees that is such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
(c) If this Warrant . Notwithstanding the foregoing, no such surrender shall have been exercised only in part, be effective to constitute the Person entitled to receive such shares as the record holder thereof while the transfer books of the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall Common Stock are closed for any purpose (but not for any period in all other respects be identical with this Warrant.
excess of five (d5) No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the exercise days); but any such surrender of this Warrant for exercise during any cash dividends paid or payable to holders period while such books are so closed shall become effective for exercise immediately upon the reopening of record such books, as if the exercise had been made on the date this Warrant was surrendered and for the number of shares of Common Stock prior and at the Exercise Price in effect at the date of such surrender. This Warrant and all rights and options hereunder shall expire on the Expiration Date, and shall be wholly null and void and of no value to the date extent this Warrant is not exercised before it expires. The delivery by (or on behalf of) the Warrantholder of the Exercise Form and the applicable Exercise Price as provided above shall constitute the Warrantholder's certification to the Company that it is an “accredited investor,” as such term is defined in Rule 501(a) under the Securities Act, as of which the Warrantholder shall be deemed to be the record holder of such Warrant Sharesexercise date.
Appears in 1 contract
Sources: Warrant Agreement (ITUS Corp)
Duration and Exercise of Warrant. Section 2.1. This Warrant may be exercised at any time after 9:00 A.M., Eastern time on the Exercise Date, and before 5:00 P.M., Eastern time, on the Expiration Date.
(a) The rights represented by Holder may exercise this Warrant may be exercised, by the Warrantholder of record, in whole, whole or from time to time in part (but covering at least not in denominations of fewer than 1,000 Warrant Shares except upon an exercise of the lesser of 1,000 shares or Warrant with respect to the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number remaining balance of Warrant Shares to be purchasedpurchasable hereunder at the time of exercise) by surrender of this Warrant, with the Purchase Form (attached hereto) duly executed, to the Company at its corporate office in Pompano Beach, Florida, together with the office applicable Purchase Price of each Warrant Share being purchased in lawful money of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇United States, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office by certified check or agency of the Company as it may designated by notice official bank check payable in United States dollars to the Warrantholder at the address of such Warrantholder appearing on the books order of the Company) during normal business hours on any day (a "Business Day") , subject to compliance with all the other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company of the Exercise Price for the number of Warrant Shares or cash conditions set forth in lieu thereof specified in the Exercise Form and such documentation as to the identify and authority of the Warrantholder as the Company may reasonably requestthis Warrant.
(b) Certificates Upon receipt of this Warrant with the Purchase Form duly executed and accompanied by payment of the aggregate Purchase Price for the shares of Common Stock for which this Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicableis being exercised, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Warrant Shares shall be deemed by the Company cause to be issued to certificates for the Warrantholder that is the record holder total number of such Warrant Shares whole shares (as provided in Section 3.2) of the close of business on the date on Common Stock for which this Warrant shall have been surrendered is being exercised in such denominations as are required for delivery to the Holder, and payment made for the Warrant Shares as aforesaidCompany will promptly deliver those certificates to the Holder.
(c) If the Holder exercises this Warrant shall have been exercised only in partwith respect to fewer than all the shares of Common Stock that may be purchased by exercise of this Warrant, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder will execute a new Warrant evidencing for the rights to purchase balance of the remaining shares of Common Stock that may be purchased by exercise of this Warrant Shares, which and deliver that new Warrant shall in all other respects be identical with this Warrantto the Holder.
(d) No adjustments or payments shall The Company covenants and agrees that it will pay when due any and all taxes which may be made on or payable in respect of the issue of this Warrant, or the issue of any Warrant Shares issuable on upon the exercise of this Warrant for other than income or similar taxes of any cash dividends paid kind imposed upon the Holder of this Warrant. The Company will not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance or payable delivery of this Warrant or of Warrant Shares in a name other than that of the Holder at the time of surrender, and until the payment of any such tax, the Company will not be required to holders of record of Common Stock prior transfer this Warrant or issue the Warrant Shares which are subject to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Sharestax.
Appears in 1 contract
Sources: 5% Convertible Debenture Purchase Agreement (Hirel Holdings Inc)
Duration and Exercise of Warrant. Section 2.01 This Warrant may be exercised at any time after 9:00 A.M., New York City time, on the Effective Date, and before 5:00 P.M., New York City time, on the Expiration Date. If this Warrant is not exercised at or before 5:00 P.M., New York City time, on the Expiration Date, it will become void and neither the Warrantholder nor any other person will have any rights under this Warrant.
(a) The To exercise this Warrant, in whole or in part, the Warrantholder must surrender this Warrant, with the Subscription Form attached hereto duly executed, to the Company at its principal office accompanied by a certified or official bank check payable to the order of the Company in an amount equal to the Exercise Price for the Warrant Shares as to which this Warrant is being exercised.
(b) When the Company receives this Warrant with the Subscription Form duly executed and accompanied by payment of the full Exercise Price for the Warrant Shares as to which this Warrant is being exercised, the Company will enter the name of the Warrantholder on the Company's register of members in respect of the Warrant Shares and will issue certificates, registered in the name of the Warrantholder or such other names as are designated by the Warrantholder, representing the total number of Series A Preferred Shares (and other securities, if any) as to which this Warrant is being exercised, in such denominations as are requested by the Warrantholder, and the Company will deliver those certificates to the Warrantholder, within a reasonable period of time, not exceeding fifteen (15) days after the rights represented by this Warrant may be exercised, by the Warrantholder of record, in whole, or from time to time in part (but covering at least the lesser of 1,000 shares or the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office or agency of the Company as it may designated by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and such documentation as to the identify and authority of the Warrantholder as the Company may reasonably request.
(b) Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaidexercised.
(c) If the Warrantholder exercises this Warrant shall have been exercised only in partwith respect to fewer than all the Warrant Shares to which it relates, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder will execute a new Warrant evidencing (with terms and conditions identical, mutatis mutandis, with the rights to purchase terms and conditions hereof) for the remaining balance of the Warrant Shares, which Shares that may be purchased upon exercise of this Warrant and deliver that new Warrant shall in all other respects be identical with this Warrantto the Warrantholder.
(d) No adjustments or payments shall The Company will pay any taxes that may be made on payable in respect of the issuance of the Warrant Shares or in respect of the issuance of a new Warrant if this Warrant is exercised as to fewer than all the Warrant Shares issuable on to which it relates. The Company will not, however, be required to pay any transfer tax which becomes payable because Warrant Shares or a new Warrant are to be registered in a name other than that of the exercise Warrantholder, and the Company will not be required to issue any Warrant Shares or to issue a new Warrant registered in a name other than that of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed until the Company receives either (i) evidence reasonably satisfactory to be the record holder of it that any applicable transfer taxes have been paid, or (ii) sufficient funds with which to pay such Warrant Shares.transfer taxes. 3 ARTICLE III
Appears in 1 contract
Duration and Exercise of Warrant. (a) The rights represented by this Warrant may be exercised, exercised by the Warrantholder of record, in whole, whole or from time to time in part (but covering at least the lesser part, by surrender of 1,000 shares or the this Warrant, accompanied by a completed Exercise Form (the form of which is annexed hereto hereto) (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the principal office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇in Houston, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Texas (or such other office or agency of the Company as it may designated designate by written notice to the Warrantholder at the address of such Warrantholder appearing on the books of the CompanyWarrantholder) during normal business hours on any business day (a "Business Day") other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Daybusiness day, if the Expiration Date falls on a Saturday, Sunday or other day on which the Company is a Nonbusiness Daynot open for business), delivery of payment a check to the order of the Company in the amount of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and such documentation as to the identify identity and authority of the Warrantholder as the Company may reasonably request.
(b) . Such Warrant Shares shall be deemed to be issued to the Warrantholder that is the record holder of this Warrant as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten five business days, after the date the Company receives the fully completed Exercise Formdays thereafter. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Warrant Shares Warrantholder or, if permitted by Section 1.4 hereof and in accordance with the provisions thereof, in such other name as shall be deemed by designated in the Company to be issued to the Warrantholder that is the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
(c) Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates for representing the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights right to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with to this Warrant.
(d) . No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock as of any date prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.
Appears in 1 contract
Sources: Warrant Agreement (U S Liquids Inc)
Duration and Exercise of Warrant. Section 2.1. This Warrant may be exercised at any time after 9:00 A.M., Eastern time, on December 27, 2007 (the “Exercise Date”) and before 5:00 P.M., Eastern time, on the Expiration Date.
(a) The rights represented by Holder may exercise this Warrant may be exercised, by the Warrantholder of record, in whole, whole or from time to time in part (but covering at least not in denominations of fewer than 5,000 Warrant Shares except upon an exercise of the lesser of 1,000 shares or Warrant with respect to the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number remaining balance of Warrant Shares to be purchasedpurchasable hereunder at the time of exercise) by surrender of this Warrant, with the Purchase Form (attached hereto) duly executed, to the Company at its corporate office, together with the office applicable Purchase Price of each Warrant Share being purchased in lawful money of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇United States, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office by certified check or agency of the Company as it may designated by notice official bank check payable in United States dollars to the Warrantholder at the address of such Warrantholder appearing on the books order of the Company) during normal business hours on any day (a "Business Day") , subject to compliance with all the other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company of the Exercise Price for the number of Warrant Shares or cash conditions set forth in lieu thereof specified in the Exercise Form and such documentation as to the identify and authority of the Warrantholder as the Company may reasonably requestthis Warrant.
(b) Certificates Upon receipt of this Warrant with the Purchase Form duly executed and accompanied by payment of the aggregate Purchase Price for the shares of Common Stock for which this Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicableis being exercised, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall cause to be issued certificates for the total number of whole shares (as provided in Section 3.2) of Common Stock for which this Warrant is being exercised in such denominations as the Holder may request, each registered in the name of the Warrantholder. Such Warrant Shares shall Holder or such other name as may be deemed designated by the Holder, and thereafter the Company to be issued will promptly deliver, at its sole cost and expense, those certificates to the Warrantholder that Holder, together with any other securities or property to which the Holder is the record holder of entitled upon such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaidexercise.
(c) If the Holder exercises this Warrant shall have been exercised only in partwith respect to fewer than all the shares of Common Stock that may be purchased by exercise of this Warrant, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder will execute a new Warrant evidencing for the rights to purchase balance of the remaining Warrant Shares, which new Warrant shall in all other respects shares of Common Stock that may be identical with this Warrant.
(d) No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the purchased by exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior and deliver that new Warrant to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant SharesHolder.
Appears in 1 contract
Sources: Warrant Agreement (Neoprobe Corp)
Duration and Exercise of Warrant. (a) This Warrant may be exercised to purchase all of the underlying shares set forth above upon satisfaction of the conditions set forth in ANNEX A to this Warrant or (i) if the conditions set forth in clause (i) of this subsection 1.1(a) are not satisfied, March 16, 2009 if at such time ▇▇. ▇▇▇▇▇▇▇ is an employee of the Company (each of the events
(a) (ii) above.
(b) The rights represented by this Warrant may be exercised, exercised by the Warrantholder of record, in whole, or from time to time in part part, by:
(but covering at least the lesser i) Surrender of 1,000 shares or this Warrant, accompanied by either the Exercise Form annexed hereto hereto, or if the Warrantholder decides to exercise the Warrant pursuant to the broker-assisted cashless exercise program instituted by the Company, an applicable exercise form provided by the Company (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Suite 900, Dallas, Texas 75204 (or such other office or agency of the Company as it may designated designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the New York Stock Exchange is authorized to close or on which the Company is otherwise closed for business (a "Nonbusiness Day") or on or after 9:00 a.m. Houston, Texas A.M. New York City time on the Initial Exercise Date but not later than 5:00 p.m. P.M. on the Expiration Date (or 5:00 p.m. P.M. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery ,
(ii) Delivery of payment to the Company in cash or by certified or official bank check in New York Clearing House Funds, of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and (such payment may be made by the Warrantholder directly or by a designated broker pursuant to the broker-assisted cashless exercise program instituted by the Company, subject to subsection 1.4 herein) and
(iii) Such documentation as to the identify identity and authority of the Warrantholder as the Company may reasonably request.
(b) Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder (cor designated broker, as the case may be) as promptly as practicable, and in any event within 10 business days, thereafter. The stock certificates so delivered shall be in denominations of at least one thousand (1,000) shares each or such other denomination as may be specified by the Warrantholder and agreed upon by the Company, and shall be issued in the name of the Warrantholder or, if permitted by subsection 1.4 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder (or designated broker, as the case may be) a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant.
(d) . No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.
Appears in 1 contract
Sources: Warrant Agreement (Fyi Inc)
Duration and Exercise of Warrant. Section 2.1. This Warrant may be exercised at any time after 9:00 A.M., Eastern time, on July 3, 2007 (the “Exercise Date”) and before 5:00 P.M., Eastern time, on the Expiration Date.
(a) The rights represented by Holder may exercise this Warrant may be exercised, by the Warrantholder of record, in whole, whole or from time to time in part (but covering at least not in denominations of fewer than 5,000 Warrant Shares except upon an exercise of the lesser of 1,000 shares or Warrant with respect to the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number remaining balance of Warrant Shares to be purchasedpurchasable hereunder at the time of exercise) by surrender of this Warrant, with the Purchase Form (attached hereto) duly executed, to the Company at its corporate office, together with the office applicable Purchase Price of each Warrant Share being purchased in lawful money of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇United States, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office by certified check or agency of the Company as it may designated by notice official bank check payable in United States dollars to the Warrantholder at the address of such Warrantholder appearing on the books order of the Company) during normal business hours on any day (a "Business Day") , subject to compliance with all the other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company of the Exercise Price for the number of Warrant Shares or cash conditions set forth in lieu thereof specified in the Exercise Form and such documentation as to the identify and authority of the Warrantholder as the Company may reasonably requestthis Warrant.
(b) Certificates Upon receipt of this Warrant with the Purchase Form duly executed and accompanied by payment of the aggregate Purchase Price for the shares of Common Stock for which this Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicableis being exercised, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall cause to be issued certificates for the total number of whole shares (as provided in Section 3.2) of Common Stock for which this Warrant is being exercised in such denominations as the Holder may request, each registered in the name of the Warrantholder. Such Warrant Shares shall Holder or such other name as may be deemed designated by the Holder, and thereafter the Company to be issued will promptly deliver, at its sole cost and expense, those certificates to the Warrantholder that Holder, together with any other securities or property to which the Holder is the record holder of entitled upon such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaidexercise.
(c) If the Holder exercises this Warrant shall have been exercised only in partwith respect to fewer than all the shares of Common Stock that may be purchased by exercise of this Warrant, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder will execute a new Warrant evidencing for the rights to purchase balance of the remaining Warrant Shares, which new Warrant shall in all other respects shares of Common Stock that may be identical with this Warrant.
(d) No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the purchased by exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior and deliver that new Warrant to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant SharesHolder.
Appears in 1 contract
Sources: Warrant Agreement (Neoprobe Corp)
Duration and Exercise of Warrant. Section 2.1. This Warrant may be exercised at any time after 9:00 A.M., Eastern time, on March 8, 2004 (the "EXERCISE DATE") and before 5:00 P.M., Eastern time, on the Expiration Date.
(a) The rights represented by Holder may exercise this Warrant may be exercised, by the Warrantholder of record, in whole, whole or from time to time in part (but covering at least not in denominations of fewer than 5,000 Warrant Shares except upon an exercise of the lesser of 1,000 shares or Warrant with respect to the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number remaining balance of Warrant Shares to be purchasedpurchasable hereunder at the time of exercise) by surrender of this Warrant, with the Purchase Form (attached hereto) duly executed, to the Company at its corporate office, together with the office applicable Purchase Price of each Warrant Share being purchased in lawful money of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇United States, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office by certified check or agency of the Company as it may designated by notice official bank check payable in United States dollars to the Warrantholder at the address of such Warrantholder appearing on the books order of the Company) during normal business hours on any day (a "Business Day") , subject to compliance with all the other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company of the Exercise Price for the number of Warrant Shares or cash conditions set forth in lieu thereof specified in the Exercise Form and such documentation as to the identify and authority of the Warrantholder as the Company may reasonably requestthis Warrant.
(b) Certificates Upon receipt of this Warrant with the Purchase Form duly executed and accompanied by payment of the aggregate Purchase Price for the shares of Common Stock for which this Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicableis being exercised, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall cause to be issued certificates for the total number of whole shares (as provided in Section 3.2) of Common Stock for which this Warrant is being exercised in such denominations as the Holder may request, each registered in the name of the Warrantholder. Such Warrant Shares shall Holder or such other name as may be deemed designated by the Holder, and thereafter the Company to be issued will promptly deliver, at its sole cost and expense, those certificates to the Warrantholder that Holder, together with any other securities or property to which the Holder is the record holder of entitled upon such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaidexercise.
(c) If the Holder exercises this Warrant shall have been exercised only in partwith respect to fewer than all the shares of Common Stock that may be purchased by exercise of this Warrant, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder will execute a new Warrant evidencing for the rights to purchase balance of the remaining Warrant Shares, which new Warrant shall in all other respects shares of Common Stock that may be identical with this Warrant.
(d) No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the purchased by exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior and deliver that new Warrant to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant SharesHolder.
Appears in 1 contract
Sources: Warrant Agreement (Neoprobe Corp)
Duration and Exercise of Warrant. (a) The rights represented by this Warrant may be exercised, exercised at any time after six months from the date of grant by the Warrantholder of record, in whole, whole or from time to time in part (but covering at least the lesser by surrender of 1,000 shares or this Warrant, accompanied by the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder Warrantholder, delivered to the Secretary of record and the Company no fewer than five business days prior to the proposed effective date of exercise, specifying the number of Warrant Shares shares to be purchasedacquired on, and the effective date of, such exercise. The Exercise Form and notice may be delivered to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇ (or such other office or agency of the Company as it may designated designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or on or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company Company, by certified mail to the attention of the Exercise Price for Secretary of the number Company, in cash, or by certified check, bank cashier's check, or wire transfer. The Warrantholder may withdraw notice of exercise of the Warrant Shares or cash at any time prior to close of business on the business day preceding the proposed exercise date, and in lieu thereof specified in this instance, the Company will return the Exercise Form and such documentation as to the identify and authority of the Warrantholder as the Company may reasonably request.
(b) Warrantholder. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten 10 business days, after the date the Company receives the fully completed Exercise Formthereafter. The stock certificates so delivered shall be in denominations of at least 1,000 shares each or such other denomination as may be specified by the WarrantholderWarrantholder and agreed upon by the Company, and shall be issued in the name of the Warrantholder. Such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
(c) If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant.
(d) No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.
Appears in 1 contract
Sources: Warrant Agreement (I Sector Corp)
Duration and Exercise of Warrant. (a) The rights represented by Subject to the terms and conditions set forth herein, this Warrant may be exercised, in whole or in part, by the Warrantholder by:
(a) the surrender of recordthis Warrant to the Company, in whole, or from time to time in part (but covering at least the lesser of 1,000 shares or the with a duly executed Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office or agency of the Company as it may designated by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on Day prior to the Expiration Date Date; and
(or 5:00 p.m. on b) the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company Company, for the account of the Company, by cash, wire transfer, certified or official bank check or any other means approved by the Company, of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form in lawful money of the United States of America. In addition to and such documentation as to without limiting the identify and authority rights of the Warrantholder as under the terms hereof, the Warrantholder shall have the right, in exercising this Warrant in whole or in part at any time or from time to time in accordance with its terms, to deliver to the Company, in lieu of a payment by cash, wire transfer, certified or official bank check or any other means approved by the Company, written notice that the Warrantholder elects to apply the Exercise Price against the outstanding principal balance of the Note executed by the Company may reasonably request.
(b) Certificates for the Warrant Shares specified in the Exercise Form shall be delivered payable to the Warrantholder as promptly as practicable, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such The credit of the Exercise Price against the Note shall in all respects be deemed to constitute payment in full of such Exercise Price. The Company agrees that such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
(c) If this Warrant . Notwithstanding the foregoing, no such surrender shall have been exercised only in part, be effective to constitute the Person entitled to receive such shares as the record holder thereof while the transfer books of the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall Common Stock are closed for any purpose (but not for any period in all other respects be identical with this Warrant.
(d) No adjustments or payments shall be made on or in respect excess of Warrant Shares issuable on the exercise five Business Days); but any such surrender of this Warrant for exercise during any cash dividends paid or payable to holders period while such books are so closed shall become effective for exercise immediately upon the reopening of record such books, as if the exercise had been made on the date this Warrant was surrendered and for the number of shares of Common Stock prior to and at the Exercise Price in effect at the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Sharessurrender.
Appears in 1 contract
Duration and Exercise of Warrant. (a) The rights represented by Section 2.01. Subject to provisions of Section 4.01 hereof, this Warrant may be exercisedexercised at any time after 9:00 A.M., by New York time, on November 1, 1995, and before 5:00 P.M., New York time, on October 31, 2000 (or, if such day is not a Business Day, at or before 5:00 P.M., New York time, on the Warrantholder of recordnext following Business Day). If this Warrant is not exercised at or before 5:00 P.M., New York time, on the Expiration Date it shall become void, and all rights hereunder shall thereupon cease.
(1) The Warrant Holder may exercise this Warrant, in wholewhole or in part, or from time to time in part (but covering at least upon surrender of this Warrant with the lesser of 1,000 shares or the Exercise Subscription Form annexed hereto (the "Exercise Form") hereon duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchasedexecuted, to the Company at the its corporate office of the Company located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇together with the full Warrant Price for each share of Common Stock to be purchased in lawful money of the United States, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office by certified check, bank draft or agency postal or express money order payable in United States Dollars to the order of the Company as it may designated by notice and upon compliance with and subject to the Warrantholder at conditions set forth herein.
(2) Upon receipt of this Warrant with the address of such Warrantholder appearing on the books Subscription Form duly executed and accompanied by payment of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company of the Exercise aggregate Warrant Price for the shares of Common Stock for which this Warrant is then being exercised, the Company will cause to be issued certificates for the total number of whole shares of Common Stock for which this Warrant Shares or cash is being exercised in lieu thereof specified in the Exercise Form and such documentation denominations as are required for delivery to the identify Warrant Holder, and authority of the Warrantholder as the Company may reasonably requestshall thereupon deliver such certificates to the Warrant Holder.
(b3) Certificates In case the Warrant Holder shall exercise this Warrant with respect to less than all of the shares of Common Stock that may be purchased under this Warrant, the Company will execute a new Warrant for the balance of the shares of Common Stock that may be purchased upon exercise of this Warrant Shares specified in the Exercise Form shall be delivered and deliver such new Warrant to the Warrantholder as promptly as practicableWarrant Holder. The Company shall not be required to issue any fraction of a share in connection with the exercise of this Warrant, and in any event within ten business dayscase where the Warrant Holder would, after except for the date provisions of this Section 4.04, be entitled under the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name terms of the Warrantholder. Such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for to receive a fraction of a share upon the Warrant Shares as aforesaid.
(c) If exercise of this Warrant shall have been exercised only in partWarrant, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant.
(d) No adjustments or payments shall be made on or in respect of Warrant Shares issuable on upon the exercise of this Warrant for and receipt of the Warrant Price, issue the largest number of whole shares purchasable upon exercise of this Warrant. The Company shall not be required to make any cash dividends paid or payable other adjustment in respect of such fraction of a share to holders of record of Common Stock prior to the date as of which the Warrantholder Warrant Holder would otherwise be entitled. The Warrant Holder, by the acceptance of the Warrant, expressly waives his right to receive a certificate of any fraction of a share or a fractional Warrant upon exercise hereof.
(4) The Company covenants and agrees that it will pay when due and payable any and all taxes which may be payable in respect of the issue of this Warrant, or the issue of any Warrant Shares upon the exercise of this Warrant. The Company shall not, however, be deemed required to pay any tax which may be payable in respect of any transfer involved in issuance or delivery of this Warrant or Warrant Shares in a name other than that of the record holder Warrant Holder at the time of surrender, and until the payment of such tax, shall not be required to issue such Warrant Shares.
Appears in 1 contract
Duration and Exercise of Warrant. (a) The rights represented by this Warrant may be exercised, exercised by the Warrantholder of record, in whole, or from time to time in part (but covering at least the lesser greater of 1,000 shares or the remaining unexercised portion of this Warrant), by surrender of this Warrant, accompanied by the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares or Net Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇One West Loop Sout▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇ (or such other office or ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ agency of the Company as it may designated designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or on or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and such documentation as to the identify identity and authority of the Warrantholder as the Company may reasonably request.
(b) Certificates Each Warrantholder may (i) pay the Exercise Price in cash, by certified or official bank check payable to the order of the Company, or (ii) exercise this Warrant for the "Net Warrant Shares" or cash in lieu of Net Warrant Shares. The number of Net Warrant Shares specified in the Exercise Form shall will be delivered to the Warrantholder determined as promptly as practicable, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified described by the Warrantholder, and shall be issued in the name of the Warrantholder. Such following formula: Net Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that = [WS x (MP-EP)]/MP. "WS" is the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
(c) If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant.
(d) No adjustments or payments shall be made on or in respect number of Warrant Shares issuable on the upon exercise of this Warrant for any cash dividends paid or payable to holders portion thereof. "MP" is the Market Price of record the Common Stock. "Market Price" shall mean the average of the closing prices of the Common Stock prior to on the business day immediately preceding the date of the Exercise Form (or other event for which a Market Price is determined) on all domestic exchanges on which the Common Stock is then listed, or, if there shall have been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if the Common Stock shall not be so listed, the average of the representative bid and asked prices quoted in the NASDAQ National Market System as of which 3:30 P.M., New York time, on each such day, or if the Warrantholder Common Stock shall not be deemed to be quoted in the record holder NASDAQ National Market System, the average of the high and low bid and asked prices on each such Warrant Shares.day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization. If at any time the
Appears in 1 contract
Sources: Financial Advisory Agreement (Apple Orthodontix Inc)
Duration and Exercise of Warrant. (a) The rights represented by Subject to Sections 2.2 and 2.3 hereof and the other terms and conditions set forth herein, this Warrant may be exercised, in whole or in part, by the Warrantholder by (i) the surrender of recordthis Warrant to the Company, in whole, or from time to time in part (but covering at least the lesser of 1,000 shares or the with a duly executed Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office or agency of the Company as it may designated by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on Day prior to the Expiration Date and (or 5:00 p.m. on ii) the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company Company, for the account of the Company, by cash, wire transfer, certified or official bank check or any other means approved by the Company, of the aggregate Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and such documentation as to the identify and authority in lawful money of the Warrantholder as the Company may reasonably requestUnited States of America.
(b) Certificates for As soon as possible, but in any event not more than five Business Days, after the surrender of this Warrant with a duly executed Exercise Form and, if the Conversion Right is not exercised pursuant to Section 2.3, the payment by the Warrantholder of the aggregate Exercise Price in accordance with the foregoing subsection (a), the Company shall deliver to the Warrantholder a stock certificate or certificates representing the Warrant Shares specified in the Exercise Form shall Form, together with a check for the amount of cash (calculated in accordance with Section 7.4) to be delivered paid by the Company to the Warrantholder as promptly as practicablein lieu of the issuance of fractional shares, and in any event within ten business daysif any; provided, after however, that if a determination of a nationally recognized investment banking firm is necessary to determine the date the Company receives the fully completed Exercise Form. The stock certificates so delivered Current Market Price pursuant to Section 2.3(a), such delivery shall be in denominations specified by the Warrantholder, and made promptly after such determination is made (such determination pursuant to Section 2.3(a) shall be issued in the name of the Warrantholder. Such made with reasonable promptness but not more frequently than on a quarterly basis).
(c) The Company agrees that such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is as the record holder of such Warrant Shares as of the close of business on the date Business Day on which this Warrant shall have been surrendered to the Company, together with the duly executed Exercise Form, and payment of the Exercise Price made for the Warrant Shares as aforesaidaforesaid (or as provided in Section 2.3 below).
(c) If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant.
(d) No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.
Appears in 1 contract
Sources: Warrant Agreement (Eclipsys Corp)
Duration and Exercise of Warrant. (a) The rights represented by Subject to the terms and conditions set forth herein, this Warrant may be exercised, in whole or in part, by the Warrantholder by:
(a) the surrender of recordthis Warrant to the Company, in whole, or from time to time in part (but covering at least the lesser of 1,000 shares or the with a duly executed Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office or agency of the Company as it may designated by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on Day prior to the Expiration Date Date; and
(or 5:00 p.m. on b) the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and such documentation as in the form of cash or certified or bank check payable to the identify and authority order of the Warrantholder as the Company may reasonably request.
(b) Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten business days, after the date the Company receives the fully completed Exercise FormCompany. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Company agrees that such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
(c) If this Warrant . Notwithstanding the foregoing, no such surrender shall have been exercised only in part, be effective to constitute the person entitled to receive such shares as the record holder thereof while the transfer books of the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall Common Stock are closed for any purpose (but not for any period in all other respects be identical with this Warrant.
(d) No adjustments or payments shall be made on or in respect excess of Warrant Shares issuable on the exercise five days); but any such surrender of this Warrant for exercise during any cash dividends paid or payable to holders period while such books are so closed shall become effective for exercise immediately upon the reopening of record such books, as if the exercise had been made on the date this Warrant was surrendered and for the number of shares of Common Stock prior and at the Exercise Price in effect at the date of such surrender. This Warrant and all rights and options hereunder shall expire on the Expiration Date, and shall be wholly null and void and of no value to the date extent this Warrant is not exercised before it expires. The delivery by (or on behalf of) the Warrantholder of the Exercise Form and the applicable Exercise Price as provided above shall constitute the Warrantholder’s certification to the Company that its representations contained in Section 5 of the Subscription Agreement are true and correct as of which the Exercise Date as if remade in their entirety (or, in the case of any transferee Warrantholder shall be deemed that is not a party to be the record holder Subscription Agreement, such transferee Warrantholder’s certification to the Company that such representations are true and correct as to such assignee Warrantholder as of such Warrant Sharesthe Exercise Date).
Appears in 1 contract
Sources: Warrant Agreement (Copytele Inc)
Duration and Exercise of Warrant. (a) The rights represented by Subject to the terms and -------------------------------- conditions set forth herein, this Warrant may be exercised, in whole or in part, by the Warrantholder by:
(a) the surrender of recordthis Warrant to the Company, in whole, or from time to time in part (but covering at least the lesser of 1,000 shares or the with a duly executed Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office or agency of the Company as it may designated by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on Day prior to the Expiration Date Date; and
(or 5:00 p.m. on b) the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company Company, for the account of the Company, by cash, wire transfer, certified or official bank check or any other means approved by the Company, of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form in lawful money of the United States of America. In addition to and such documentation as to without limiting the identify and authority rights of the Warrantholder as under the terms hereof, the Warrantholder shall have the right, in exercising this Warrant in whole or in part at any time or from time to time in accordance with its terms, to deliver to the Company, in lieu of a payment by cash, wire transfer, certified or official bank check or any other means approved by the Company, written notice that the Warrantholder elects to apply the Exercise Price against the outstanding principal balance of the Note executed by the Company may reasonably request.
(b) Certificates for the Warrant Shares specified in the Exercise Form shall be delivered payable to the Warrantholder as promptly as practicable, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such The credit of the Exercise Price against the Note shall in all respects be deemed to constitute payment in full of such Exercise Price. The Company agrees that such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
(c) If this Warrant . Notwithstanding the foregoing, no such surrender shall have been exercised only in part, be effective to constitute the Person entitled to receive such shares as the record holder thereof while the transfer books of the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall Common Stock are closed for any purpose (but not for any period in all other respects be identical with this Warrant.
(d) No adjustments or payments shall be made on or in respect excess of Warrant Shares issuable on the exercise five Business Days); but any such surrender of this Warrant for exercise during any cash dividends paid or payable to holders period while such books are so closed shall become effective for exercise immediately upon the reopening of record such books, as if the exercise had been made on the date this Warrant was surrendered and for the number of shares of Common Stock prior to and at the Exercise Price in effect at the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Sharessurrender.
Appears in 1 contract
Duration and Exercise of Warrant. (a) This Warrant may be exercised to purchase all of the underlying shares set forth above from and after April 30, 2000 (the "Exercise Date") to and including 5:00 p.m. New York City time on March 16, 2010 (the "Expiration Date").
(b) The rights represented by this Warrant may be exercised, exercised by the Warrantholder of record, in whole, or from time to time in part part, by:
(but covering at least the lesser i) Surrender of 1,000 shares or this Warrant, accompanied by either the Exercise Form annexed hereto hereto, or if the Warrantholder decides to exercise the Warrant pursuant to the broker-assisted cashless exercise program instituted by the Company, an applicable exercise form provided by the Company (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇Avenue, ▇▇▇▇▇ ▇▇▇Suite 900, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Dallas, Texas 75204 (or such other office or agency of the Company as it may designated designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the New York Stock Exchange is authorized to close or on which the Company is otherwise closed for business (a "Nonbusiness Day") or on or after 9:00 a.m. Houston, Texas A.M. New York City time on the Initial Exercise Date but not later than 5:00 p.m. P.M. on the Expiration Date (or 5:00 p.m. P.M. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery ,
(ii) Delivery of payment to the Company in cash or by certified or official bank check in New York Clearing House Funds, of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and (such payment may be made by the Warrantholder directly or by a designated broker pursuant to the broker-assisted cashless exercise program instituted by the Company, subject to subsection 1.4 herein) and
(iii) Such documentation as to the identify identity and authority of the Warrantholder as the Company may reasonably request.
(b) Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder (cor designated broker, as the case may be) as promptly as practicable, and in any event within 10 business days, thereafter. The stock certificates so delivered shall be in denominations of at least one thousand (1,000) shares each or such other denomination as may be specified by the Warrantholder and agreed upon by the Company, and shall be issued in the name of the Warrantholder or, if permitted by subsection 1.4 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder (or designated broker, as the case may be) a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant.
(d) . No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.
Appears in 1 contract
Sources: Warrant Agreement (Fyi Inc)
Duration and Exercise of Warrant. Section 2.1. This Warrant may be exercised at any time after 9:00 A.M., Eastern time, on April 3, 2003 (the "EXERCISE DATE") and before 5:00 P.M., Eastern time, on the Expiration Date.
(a) The rights represented by Holder may exercise this Warrant may be exercised, by the Warrantholder of record, in whole, whole or from time to time in part (but covering at least not in denominations of fewer than 5,000 Warrant Shares except upon an exercise of the lesser of 1,000 shares or Warrant with respect to the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number remaining balance of Warrant Shares to be purchasedpurchasable hereunder at the time of exercise) by surrender of this Warrant, with the Purchase Form (attached hereto) duly executed, to the Company at its corporate office, together with the office applicable Purchase Price of each Warrant Share being purchased in lawful money of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇United States, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office by certified check or agency of the Company as it may designated by notice official bank check payable in United States dollars to the Warrantholder at the address of such Warrantholder appearing on the books order of the Company) during normal business hours on any day (a "Business Day") , subject to compliance with all the other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company of the Exercise Price for the number of Warrant Shares or cash conditions set forth in lieu thereof specified in the Exercise Form and such documentation as to the identify and authority of the Warrantholder as the Company may reasonably requestthis Warrant.
(b) Certificates Upon receipt of this Warrant with the Purchase Form duly executed and accompanied by payment of the aggregate Purchase Price for the shares of Common Stock for which this Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicableis being exercised, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall cause to be issued certificates for the total number of whole shares (as provided in Section 3.2) of Common Stock for which this Warrant is being exercised in such denominations as the Holder may request, each registered in the name of the Warrantholder. Such Warrant Shares shall Holder or such other name as may be deemed designated by the Holder, and thereafter the Company to be issued will promptly deliver, at its sole cost and expense, those certificates to the Warrantholder that Holder, together with any other securities or property to which the Holder is the record holder of entitled upon such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaidexercise.
(c) If the Holder exercises this Warrant shall have been exercised only in partwith respect to fewer than all the shares of Common Stock that may be purchased by exercise of this Warrant, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder will execute a new Warrant evidencing for the rights to purchase balance of the remaining Warrant Shares, which new Warrant shall in all other respects shares of Common Stock that may be identical with this Warrant.
(d) No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the purchased by exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior and deliver that new Warrant to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant SharesHolder.
Appears in 1 contract
Sources: Warrant Agreement (Neoprobe Corp)
Duration and Exercise of Warrant. Section 2.01. This Warrant may be exercised at any time after 9:00 a.m., Gainesville, Florida time, on July 1, 1995, and before 5:00 p.m., Gainesville, Florida time, on the Expiration Date. If this Warrant is not exercised at or before 5:00 p.m., Gainesville, Florida time, on the Expiration Date, it will become void and neither the Warrant Holder nor any other person will have any rights under this Warrant.
(a) The rights represented by To exercise this Warrant may be exercisedin whole or in part, by the Warrantholder of recordWarrant Holder must surrender this Warrant, in whole, or from time to time in part (but covering at least with the lesser of 1,000 shares or the Exercise Subscription Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchasedexecuted, to the Company at its principal office accompanied by a certified or official bank check payable to the office order of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office or agency of the Company as it may designated by notice in an amount equal to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company of the aggregate Exercise Price for the number shares of Warrant Shares or cash in lieu thereof specified in the Exercise Form and such documentation Common Stock as to the identify and authority of the Warrantholder as the Company may reasonably requestwhich this Warrant is being exercised.
(b) Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten business days, after the date When the Company receives this Warrant with the fully completed Subscription Form duly executed and accompanied by payment of the aggregate Exercise Form. The stock certificates so delivered shall be in denominations specified by Price for the Warrantholdershares of Common Stock as to which this Warrant is being exercised, and shall be issued the Company will promptly issue certificates, registered in the name of the Warrantholder. Such Warrant Shares shall be deemed Holder or such other names as are designated by the Company Warrant Holder, representing the total number of shares of Common Stock (and other securities, if any) as to be issued to the Warrantholder that is the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for is being exercised, in such denominations as are requested by the Warrant Shares as aforesaidHolder, and the Company will deliver promptly such certificates to the Warrant Holder.
(c) If the Warrant Holder exercises this Warrant shall have been exercised only in partwith respect to fewer than all the shares of Common Stock to which it relates, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder will execute a new Warrant evidencing for the rights to purchase balance of the remaining shares of Common Stock that may be purchased upon exercise of this Warrant Shares, which and will deliver promptly such new Warrant shall in all other respects be identical with this Warrantto the Warrant Holder.
(d) No adjustments or payments shall The Company will pay any taxes that may be made on or payable in respect of Warrant Shares issuable on (i) the exercise issuance of this Warrant for any cash dividends paid or payable to holders of record shares of Common Stock prior or (ii) the issuance of a new Warrant if this Warrant is exercised as to fewer than all the shares of Common Stock to which it relates. The Company will not, however, be required to pay any transfer tax payable because shares of Common Stock or a new Warrant are to be registered in a name other than that of the Warrant Holder, and the Company will not be required to issue any shares of Common Stock or to issue a new Warrant registered in a name other than that of the Warrant Holder until (i) the Company receives either (A) evidence that any applicable transfer taxes have been paid or (B) funds with which to pay those taxes or (ii) it has been established to the date as of which the Warrantholder shall be deemed to be the record holder of Company's satisfaction that no such Warrant Sharestax is due.
Appears in 1 contract
Duration and Exercise of Warrant. SECTION 2.01. This Warrant may be exercised at any time before 5:00 P.M., New York City time, on the Expiration Date. If this Warrant is not exercised at or before 5:00 P.M., New York City time, on the Expiration Date, it will become void and neither the Warrant Holder nor any other person will have any rights under this Warrant.
(a) The rights represented by To exercise this Warrant may be exercisedin whole or in part, by the Warrantholder of recordWarrant Holder must surrender this Warrant, in whole, or from time to time in part (but covering at least with the lesser of 1,000 shares or the Exercise Subscription Form annexed hereto (the "Exercise Form") on it duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchasedexecuted, to the Company at its principal office accompanied by a certified or official bank check payable to the office order of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office or agency of the Company as it may designated by notice in an amount equal to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and such documentation as to the identify and authority of the Warrantholder as the Company may reasonably requestwhich this Warrant is being exercised.
(b) Certificates When the Company receives this Warrant with the Subscription Form duly executed and accompanied by payment of the full Exercise Price for the Warrant Shares specified in the Exercise Form shall be delivered as to the Warrantholder as promptly as practicablewhich this Warrant is being exercised, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholderwill issue certificates, and shall be issued registered in the name of the Warrantholder. Such Warrant Shares shall be deemed Holder or such other names as are designated by the Company Warrant Holder, representing the total number of shares of Common Stock (and other securities, if any) as to be issued to the Warrantholder that is the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for is being exercised, in such denominations as are requested by the Warrant Shares as aforesaidHolder, and the Company will deliver those certificates to the Warrant Holder.
(c) If the Warrant Holder exercises this Warrant shall have been exercised only in partwith respect to fewer than all the Warrant Shares to which it relates, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder will execute a new Warrant evidencing for the rights to purchase balance of the remaining Warrant Shares, which Shares that may be purchased upon exercise of this Warrant and deliver that new Warrant shall in all other respects be identical with this Warrantto the Warrant Holder.
(d) No adjustments or payments shall The Company will pay any taxes which may be made on payable in respect of the issuance of Warrant Shares or in respect of the issuance of a new Warrant if this Warrant is exercised as to fewer than all the Warrant Shares issuable on to which it relates. The Company will not, however, be required to pay any transfer tax which becomes payable because Warrant Shares or a new Warrant are to be registered in a name other than that of the exercise Warrant Holder, and the Company will not be required to issue any Warrant Shares or to issue a new Warrant registered in a name other than that of this the Warrant for Holder until the Company receives either evidence that any cash dividends applicable transfer taxes have been paid or payable funds with which to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Sharespay those taxes.
Appears in 1 contract
Duration and Exercise of Warrant. (a) This Warrant may be exercised to purchase all of the underlying shares set forth above upon satisfaction of the conditions set forth in ANNEX A to this Warrant or (i) if the conditions set forth in clause (i) of this subsection 1.1(a) are not satisfied, March 16, 2009 if at such time ▇▇. ▇▇▇▇▇▇▇▇ is an employee of the Company (each of the
(a) (ii) above.
(b) The rights represented by this Warrant may be exercised, exercised by the Warrantholder of record, in whole, or from time to time in part part, by:
(but covering at least the lesser i) Surrender of 1,000 shares or this Warrant, accompanied by either the Exercise Form annexed hereto hereto, or if the Warrantholder decides to exercise the Warrant pursuant to the broker-assisted cashless exercise program instituted by the Company, an applicable exercise form provided by the Company (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Suite 900, Dallas, Texas 75204 (or such other office or agency of the Company as it may designated designate by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the New York Stock Exchange is authorized to close or on which the Company is otherwise closed for business (a "Nonbusiness Day") or on or after 9:00 a.m. Houston, Texas A.M. New York City time on the Initial Exercise Date but not later than 5:00 p.m. P.M. on the Expiration Date (or 5:00 p.m. P.M. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery ,
(ii) Delivery of payment to the Company in cash or by certified or official bank check in New York Clearing House Funds, of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and (such payment may be made by the Warrantholder directly or by a designated broker pursuant to the broker-assisted cashless exercise program instituted by the Company, subject to subsection 1.4 herein) and
(iii) Such documentation as to the identify identity and authority of the Warrantholder as the Company may reasonably request.
(b) Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
. Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder (cor designated broker, as the case may be) as promptly as practicable, and in any event within 10 business days, thereafter. The stock certificates so delivered shall be in denominations of at least one thousand (1,000) shares each or such other denomination as may be specified by the Warrantholder and agreed upon by the Company, and shall be issued in the name of the Warrantholder or, if permitted by subsection 1.4 and in accordance with the provisions thereof, such other name as shall be designated in the Exercise Form. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder (or designated broker, as the case may be) a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant.
(d) . No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.
Appears in 1 contract
Sources: Warrant Agreement (Fyi Inc)
Duration and Exercise of Warrant. Section 2.1. This Warrant may be exercised at any time after 9:00 A.M., Eastern time on August 13, 1997 (the "Exercise Date"), and before 5:00 P.M., Eastern time, on the Expiration Date.
(a) The rights represented by Holder may exercise this Warrant may be exercised, by the Warrantholder of record, in whole, whole or from time to time in part (but covering at least not in denominations of fewer than 1,000 Warrant Shares except upon an exercise of the lesser of 1,000 shares or Warrant with respect to the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number remaining balance of Warrant Shares to be purchasedpurchasable hereunder at the time of exercise) by surrender of this Warrant, with the Purchase Form (attached hereto) duly executed, to the Company at its corporate office, together with the office applicable Purchase Price of each Warrant Share being purchased in lawful money of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇United States, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office by certified check or agency of the Company as it may designated by notice official bank check payable in United States dollars to the Warrantholder at the address of such Warrantholder appearing on the books order of the Company) during normal business hours on any day (a "Business Day") , subject to compliance with all the other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company of the Exercise Price for the number of Warrant Shares or cash conditions set forth in lieu thereof specified in the Exercise Form and such documentation as to the identify and authority of the Warrantholder as the Company may reasonably requestthis Warrant.
(b) Certificates Upon receipt of this Warrant with the Purchase Form duly executed and accompanied by payment of the aggregate Purchase Price for the shares of Common Stock for which this Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicableis being exercised, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Warrant Shares shall be deemed by the Company cause to be issued to certificates for the Warrantholder that is the record holder total number of such Warrant Shares whole shares (as provided in Section 3.2) of the close of business on the date on Common Stock for which this Warrant shall have been surrendered is being exercised in such denominations as are required for delivery to the Holder, and payment made for the Warrant Shares as aforesaidCompany will promptly deliver those certificates to the Holder.
(c) If the Holder exercises this Warrant shall have been exercised only in partwith respect to fewer than all the shares of Common Stock that may be purchased by exercise of this Warrant, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder will execute a new Warrant evidencing for the rights to purchase balance of the remaining Warrant Shares, which new Warrant shall in all other respects shares of Common Stock that may be identical with this Warrant.
(d) No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the purchased by exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior and deliver that new Warrant to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant SharesHolder.
Appears in 1 contract
Sources: Warrant Agreement (Netmed Inc)