Exercise by the Holder Clause Samples

The 'Exercise by the Holder' clause defines the rights and procedures by which the holder of a security, option, or warrant may exercise their entitlement. Typically, this clause outlines the steps the holder must follow, such as submitting a notice of exercise and paying any required consideration, to convert their rights into shares or other benefits. By specifying these procedures, the clause ensures clarity and consistency in the exercise process, reducing the risk of disputes and facilitating smooth transactions.
Exercise by the Holder. (i) Subject to the limitations on exercise contained in Paragraph C of this Article II, the Holder may, at any time and from time to time on or after that date which is the earlier of (a) the first date after the Issuance Date on which an Event of Default (as defined in Article VI) occurs or there is a public announcement of a pending or consummated corporate change (as defined in Article VII) and (b) one-hundred eighty (180) days after the Issuance Date, exercise all or any part of the outstanding Prepaid Amount of this Warrant in accordance with the procedures set forth in Paragraph B of this Article II for a number of fully paid and nonassessable shares of Common Stock determined in accordance with the following formula if the Corporation timely redeems the Premium thereon in cash in accordance with subparagraph (ii) below: EXERCISE AMOUNT --------------- EXERCISE PRICE or in accordance with the following formula if the Corporation does not timely redeem the Premium thereon in accordance with subparagraph (ii) below: EXERCISE AMOUNT + THE PREMIUM ----------------------------- EXERCISE PRICE (a) Subject to subparagraph (b) of this Article II.A(ii), the Corporation shall have the right, in its sole discretion, upon receipt of a Notice of Exercise, to redeem the Premium subject to such conversion for a sum of cash equal to the amount of the Premium being so redeemed. All cash redemption payments hereunder shall be paid in lawful money of the United States of America at such address for the holder as appears on the record books of the Corporation (or at such other address as such holder shall hereafter give to the Corporation by written notice). In the event the Corporation so elects to redeem the Premium in cash and fails to pay such holder the applicable redemption amount to which such holder is entitled within four (4) business days of receipt by the Corporation of a Notice of Exercise (in the case of a redemption in connection with an Optional Conversion), the Corporation shall thereafter forfeit its right to redeem such Premium in cash and such Premium shall thereafter be converted into shares of Common Stock in accordance with Article II.A(i). (b) The Corporation shall provide not less than two (2) business days advance notice, in writing, to the holders stating that it will elect to redeem the Premium, relating to any Exercise Amount covered by a Notice of Exercise received by the Corporation after such second business day, in cash pursuant to the Co...
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Exercise by the Holder. The purchase rights represented by this Warrant may be exercised by the Holder, in part or in whole, by the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A duly executed) at the principal office of the Company, and by the payment to the Company, by certified, cashier's or other check acceptable to the Company or by wire transfer to an account designated by the Company, of an amount equal to the Exercise Price of the Shares being purchased, at any time before 5:00 P.M., E.S.T., on December 31, 2006, unless the Warrant has been called, pursuant to Section 1(b) herein, in which case it shall expire at 5:00 P.M., E.S.T., on the last day of the Mandatory Warrant Exercise Period, as defined herein.
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Exercise by the Holder. Subject to the limitations on exercise contained in Paragraph C of this Article II, the Holder may, at any time and from time to time, exercise all or any part of the outstanding Prepaid Amount of this Warrant in accordance with the procedures set forth in Paragraph B of this Article II for a number of fully paid and nonassessable shares of Common Stock determined in accordance with the following formula: Exercise Amount
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Exercise by the Holder. (i) Subject to the limitations on exercise contained in Paragraph D of this Article II, the Holder may, at any time and from time to time during the period specified in Paragraph C of this Article II, exercise all or any part of the outstanding Prepaid Amount of this Warrant in accordance with the procedures set forth in Paragraph B of this Article II for a number of fully paid and nonassessable shares of Common Stock determined in accordance with the following formula: EXERCISE AMOUNT EXERCISE PRICE
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Related to Exercise by the Holder

  • Representation by the Holder The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

  • Notice to Allow Exercise by Holder If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

  • Repayment at the Option of the Holder Unless a Repayment Right is specified on the face hereof, this Security shall not be repayable at the option of the Holder on any date prior to the Maturity Date specified on the face hereof, other than in connection with any applicable Survivor's Option (defined below). If a Repayment Right is so specified, this Security is subject to repayment at the option of the Holder on any Interest Payment Date on and after the date, if any, indicated on the face hereof (each, a "Repayment Date"). On any Repayment Date, this Security shall be repayable in whole or in part in increments of $1,000 at the option of the Holder hereof at a repayment price equal to 100% of the principal amount to be repaid, together with accrued interest thereon to the Repayment Date. In order for a Security to be repaid in whole or in part at the option of the Holder, the Trustee must receive, at the Corporate Trust Office, or such other office of which the Company shall from time to time notify the Holders of the Securities, at least 30 days but not more than 60 days prior to the Repayment Date on which this Security is to be repaid, this Security with the form entitled "Option to Elect Repayment" below duly completed. Once this Security is delivered for repayment, the Holder may not revoke its exercise of the repayment option.

  • Notice to the Holder Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall deliver to each Holder within two (2) Business Days a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

  • Indemnification by the Holder Each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of Section 7 hereof will indemnify and hold harmless the Issuer, and any Person who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and any officer, director, employee, agent, partner, member or affiliate of the Issuer (each, an “Issuer Indemnified Party”) from and against, and will reimburse the Issuer Indemnified Parties with respect to, any and all losses, damages, liabilities, costs or reasonably incurred expenses to which such Issuer Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or reasonably incurred expenses are caused by any untrue or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or are caused by the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made solely in reliance upon and in conformity with written information furnished by such Holder specifically for use in the preparation thereof; provided, however, that the liability of any Holder pursuant to this Section 9.2 shall be limited to an amount not to exceed the net proceeds received by such Holder from the sale of Registrable Securities pursuant to the registration statement which gives rise to such obligation to indemnify.