Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of Warrants shall have the right to purchase from the Company on any Business Day during the Exercise Period 13.671 fully paid, registered and nonassessable Shares for each Warrant, subject to adjustment in accordance with Article V hereof, at the purchase price of $14.30 per Share (the "EXERCISE PRICE"). The number and kind of Shares for which a Warrant may be exercised (the "EXERCISE RATE") shall be subject to adjustment from time to time as set forth in Article V hereof. (b) Warrants may be exercised by (i) surrendering at any Warrant Agent Office maintained for that purpose by the Company pursuant to Section 1.9 the Warrant Certificate evidencing such Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the "ELECTION TO EXERCISE") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an Eligible Guarantor Institution, and (ii) paying in full the Exercise Price for each such Warrant exercised and any other amounts required to be paid pursuant to Section 4.1 hereof. Each Warrant may be exercised only in whole. (c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made by wire transfer or certified or official bank check to be delivered to the Warrant Agent Office where the Warrant Certificate is being surrendered. Notwithstanding the foregoing sentence, a Warrant may also be exercised solely by the surrender of the Warrant, and without the payment of the Exercise Price in cash, for such number of Shares equal to the product of (i) the number of Shares for which such Warrant is exercisable with payment of the Exercise Price as of the date of exercise and (ii) the Cashless Exercise Ratio. For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Value per Share of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof) over the Exercise Price Per Share (as defined below) as of the date of exercise and the denominator of which is the Current Market Value of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof). An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "CASHLESS EXERCISE." Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of Shares deliverable upon a Cashless Exercise shall be equal to the number of Shares relating to the Warrants that the holder specifies is to be exercised pursuant to a Cashless Exercise multiplied by the Cashless Exercise Ratio. All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. "EXERCISE PRICE PER SHARE" means the Exercise Price divided by the number of Shares for which a Warrant is then exercisable (without giving effect to the Cashless Exercise option). No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. If, pursuant to the Securities Act, the Company is not able to effect the registration of the offer and sale of the Warrant Shares by the Company to the holders of the Warrants upon the exercise thereof as required by Section 4.2 hereof, the holders of the Warrants agree to effect the exercise of the Warrants solely pursuant to the Cashless Exercise option to the extent that such Cashless Exercise is not adverse to the interests of the holders of the Warrants.
Appears in 1 contract
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of Warrants shall have the right to purchase from the Company on any Business Day during or after the Exercise Period 13.671 later of May 20, 1998, or such date on which the Company has reserved or has available a sufficient number of shares of its Common Stock to permit exercise of all outstanding Warrants (the "Exercisability Date") and on or prior to the Expiration Date 327 fully paid, registered paid and nonassessable non-assessable Shares for per each WarrantWarrant such holder owns, subject to adjustment in accordance with Article V hereof, at the initial purchase price of $14.30 per 0.2063 for each Share purchased subject to adjustment in accordance with Article V hereof (the "EXERCISE PRICEExercise Price"). The number and kind of Shares for which a Warrant may be exercised (the "EXERCISE RATE") shall be subject to adjustment from time to time as set forth in Article V hereof.
(b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any Warrant Agent Office maintained for that purpose by the Company pursuant to Section 1.9 the Warrant Certificate evidencing such Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the "ELECTION TO EXERCISEElection to Exercise") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an Eligible Guarantor Institution, and (ii) paying in full the Exercise Price for each such Warrant exercised Share purchased and any other amounts required to be paid pursuant to Section 4.1 4.01 hereof. Each Warrant may be exercised only in whole.
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash or by wire transfer or certified or official bank check payable to be the order of the Company, delivered to the Warrant Agent Office office or agency where the Warrant Certificate is being surrendered. Notwithstanding the foregoing sentence, a Warrant may also be exercised solely by the surrender of the Warrant, and without the payment of the Exercise Price in cash, for such number of Shares equal to the product of (i) the number of Shares for which such Warrant is exercisable with payment of the Exercise Price as of the date of exercise and (ii) the Cashless Exercise Ratio. For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Value per Share of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof) over the Exercise Price Per Share (as defined below) as of the date of exercise and the denominator of which is the Current Market Value of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof). An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "CASHLESS EXERCISE." Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of Shares deliverable upon a Cashless Exercise shall be equal to the number of Shares relating to the Warrants that the holder specifies is to be exercised pursuant to a Cashless Exercise multiplied by the Cashless Exercise Ratio. All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. "EXERCISE PRICE PER SHARE" means the Exercise Price divided by the number of Shares for which a Warrant is then exercisable (without giving effect to the Cashless Exercise option). No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. If, pursuant to the Securities Act, the Company is not able to effect the registration .
(d) Upon such surrender of a Warrant Certificate and payment and collection of the offer and sale Exercise Price at any Warrant Agent Office (other than any Warrant Agent Office that also is an office of the Warrant Shares Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The "Exercise Date" for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Company Warrant Agent at or prior to the holders of the Warrants upon the exercise thereof as required by Section 4.2 hereof2:00 p.m., the holders of the Warrants agree to effect New York City time, on a Business Day and the exercise of the Warrants solely pursuant will be effective as of such Exercise Date. If any items referred to in the Cashless Exercise option to first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City time, on a Business Day, the extent that such Cashless Exercise is not adverse to the interests exercise of the holders Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the Warrantsitems referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date.
Appears in 1 contract
Sources: Warrant Agreement (XCL LTD)
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, at any time from and after the earlier of the Trigger Event Date or the date eighteen months from the Effective Date (the date of such occurrence, the "Exercisability Date") and on or prior to 5:00 p.m., New York City time, on the Expiration Date a holder of Class A Warrants shall have the right to purchase from the Company on any Business Day during the Exercise Period 13.671 exercise each Class A Warrant for one (1) fully paid, registered and nonassessable Shares for each Warrantnon-assessable Class A Warrant Share, subject to adjustment in accordance with Article V VI hereof, at the purchase price of $14.30 per Share (the "EXERCISE PRICE"). The number and kind of Class A Warrant Shares for which a Class A Warrant may be exercised (and the "EXERCISE RATE") price at which Class A Warrant Shares may be purchased upon exercise of a Class A Warrant shall be subject to adjustment from time to time as set forth in Article V VI hereof (the "Exercise Price"). The initial Exercise Price for each Class A Warrant Share shall be $1.00 per Class A Warrant Share, subject to adjustment in accordance with Article VI hereof.
(b) Class A Warrants may be exercised on or after the Exercisability Date by (i) surrendering sur- rendering at any Warrant Agent Office office or agency maintained for that purpose by the Company pursuant to Section 1.9 2.09 (each a "Warrant Exercise Office") the Class A Warrant Certificate evidencing such Class A Warrants with the form of election to purchase Shares exercise set forth on the reverse side of the Class A Warrant Certificate (the "ELECTION TO EXERCISEElection to Exercise") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an Eligible Guarantor Institution, and (ii) paying in full the Exercise Price for each such Warrant exercised and any other amounts required to be paid pursuant to Section 4.1 hereof. Each Class A Warrant may be exercised only in whole.
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made by wire transfer or certified or official bank check to be delivered to the Warrant Agent Office where the Warrant Certificate is being surrendered. Notwithstanding the foregoing sentence, a A Class A Warrant may also be exercised solely by the surrender of the Class A Warrant, and without with the payment of the any Exercise Price in cashPrice, for such number of Shares equal up to the product of (i) the number of Class A Warrant Shares for which such Class A Warrant is exercisable with payment of the Exercise Price as of the date of exercise and exercisable.
(iid) the Cashless Exercise Ratio. For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Value per Share of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof) over the Exercise Price Per Share (as defined below) as of the date of exercise and the denominator of which is the Current Market Value of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof). An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "CASHLESS EXERCISE." Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of Shares deliverable upon a Cashless Exercise shall be equal to the number of Shares relating to the Warrants that the holder specifies is to be exercised pursuant to a Cashless Exercise multiplied by the Cashless Exercise Ratio. All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. "EXERCISE PRICE PER SHARE" means the Exercise Price divided by the number of Shares for which a Warrant is then exercisable (without giving effect to the Cashless Exercise option). No payment or adjustment shall be made on account of any cash dividends on the Class A Warrant Shares issued upon exercise of a Warrant. If, pursuant Class A Warrant payable to a holder of record of Common Stock on a date prior to the Securities Act, the Company Exercise Date.
(e) Upon such surrender of a Class A Warrant Certificate at any Warrant Exercise Office (other than any Warrant Exercise Office that also is not able to effect the registration of the offer and sale an office of the Warrant Shares Agent), such Class A Warrant Certificate shall be promptly delivered to the Warrant Agent. The "Exercise Date" for a Class A Warrant shall be the date when all of the items referred to in the first sentence of paragraph (b) of this Section 3.02 are received by the Company Warrant Agent at or prior to the holders of the Warrants upon the exercise thereof as required by Section 4.2 hereof11:00 a.m., the holders of the Warrants agree to effect New York City time, on a Business Day, and the exercise of the Class A Warrants solely pursuant will be effective as of such Exercise Date. If any items referred to in the Cashless Exercise option to first sentence of paragraph (b) are received after 11:00 a.m., New York City time, on a Business Day, the extent that such Cashless Exercise is not adverse to the interests exercise of the holders Class A Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exer- cise of Class A Warrants on the Expiration Date, if all of the Warrantsitems referred to in the first sentence of paragraph (b) are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Class A Warrants to which such items relate will be effective on the Expiration Date.
Appears in 1 contract
Sources: Warrant Agreement
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of Warrants shall have the right to purchase from the Company on any Business Day during or after the Exercise Period 13.671 date hereof (the "Exercisability Date") and on or prior to the Expiration Date 0.07267 fully paid, registered paid and nonassessable non-assessable Shares for per each WarrantWarrant such holder owns, subject to adjustment in accordance with Article V hereof, at the initial purchase price of $14.30 per 1.00 for each Share purchased subject to adjustment in accordance with Article V hereof (the "EXERCISE PRICEExercise Price"). The number and kind of Shares for which a Warrant may be exercised (the "EXERCISE RATE") shall be subject to adjustment from time to time as set forth in Article V hereof.
(b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any Warrant Agent Office maintained for that purpose by the Company pursuant to Section 1.9 the Warrant Certificate evidencing such Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the "ELECTION TO EXERCISEElection to Exercise") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an Eligible Guarantor Institution, and (ii) paying in full the Exercise Price for each such Warrant exercised Share purchased and any other amounts required to be paid pursuant to Section 4.1 4.01 hereof. Each Warrant may be exercised only in whole.
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash or by wire transfer or certified or official bank check payable to be the order of the Company, delivered to the Warrant Agent Office office or agency where the Warrant Certificate is being surrendered. Notwithstanding the foregoing sentence, a Warrant may also be exercised solely by the surrender of the Warrant, and without the payment of the Exercise Price in cash, for such number of Shares equal to the product of (i) the number of Shares for which such Warrant is exercisable with payment of the Exercise Price as of the date of exercise and (ii) the Cashless Exercise Ratio. For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Value per Share of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof) over the Exercise Price Per Share (as defined below) as of the date of exercise and the denominator of which is the Current Market Value of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof). An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "CASHLESS EXERCISE." Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of Shares deliverable upon a Cashless Exercise shall be equal to the number of Shares relating to the Warrants that the holder specifies is to be exercised pursuant to a Cashless Exercise multiplied by the Cashless Exercise Ratio. All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. "EXERCISE PRICE PER SHARE" means the Exercise Price divided by the number of Shares for which a Warrant is then exercisable (without giving effect to the Cashless Exercise option). No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. If, pursuant to the Securities Act, the Company is not able to effect the registration .
(d) Upon such surrender of a Warrant Certificate and payment and collection of the offer and sale Exercise Price at any Warrant Agent Office (other than any Warrant Agent Office that also is an office of the Warrant Shares Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The "Exercise Date" for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Company Warrant Agent at or prior to the holders of the Warrants upon the exercise thereof as required by Section 4.2 hereof2:00 p.m., the holders of the Warrants agree to effect New York City time, on a Business Day and the exercise of the Warrants solely pursuant will be effective as of such Exercise Date. If any items referred to in the Cashless Exercise option to first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City time, on a Business Day, the extent that such Cashless Exercise is not adverse to the interests exercise of the holders Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the Warrantsitems referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date.
Appears in 1 contract
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Warrant Agreement, a holder of Warrants each Holder shall have the right to purchase from the Company Company, on any Business Day during or after the Exercise Period 13.671 date hereof (the "Exercisability Date") and on or prior to the Expiration Date, 98 fully paid, registered paid and nonassessable non-assessable Warrant Shares for per each WarrantWarrant such Holder owns, subject to adjustment in accordance with Article V hereof, at the initial purchase price of $14.30 per 0.01 for each Warrant Share purchased, subject to adjustment in accordance with Article V hereof (the "EXERCISE PRICEExercise Price"). The number and kind of Shares for which a Warrant may be exercised (the "EXERCISE RATE") shall be subject to adjustment from time to time as set forth in Article V hereof.
(b) Warrants may be exercised exercised, in whole or in part, on or after the Exercisability Date by (i) surrendering at any Warrant Agent Office maintained for that purpose by the Company pursuant to Section 1.9 office the Warrant Certificate evidencing such Warrants with the form of election to purchase Warrant Shares set forth on the reverse side of the Warrant Certificate (the "ELECTION TO EXERCISEElection to Exercise") duly completed and signed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an Eligible Guarantor Institution, and (ii) paying in full the Exercise Price for each such Warrant exercised Share purchased and any other amounts required to be paid pursuant to Section 4.1 hereof. Each Warrant may be exercised only in whole.
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made (i) in cash or by wire transfer or certified or official bank check payable to be the order of the Company, delivered to the Warrant Agent Office office or agency where the Warrant Certificate is being surrendered, or by wire transfer of such amount in immediately available funds to such account as the Warrant Agent may specify; or (ii) by delivery of Warrant Certificates pursuant to Section 2.2(d). Notwithstanding Warrant Agent shall not be required to forward any payments to the foregoing sentenceCompany until clearance of such checks.
(d) In the event that any Holder of Warrant Certificates delivers such Warrant Certificates to the Company and indicates on the Election to Exercise that such Holder intends to exercise all, a or any portion of, the Warrants represented by such Warrant may also be exercised solely by the surrender of the Warrant, and without the payment of Certificate to satisfy its obligation to pay the Exercise Price in cashrespect thereof by virtue of the provisions of this Section 2.2(d), for such Holder shall become entitled to receive, instead of the number of Warrant Shares such Holder would have received had the Exercise Price been paid in cash pursuant to Section 2.2, a number of Warrant Shares in respect of the exercises of such Warrants equal to the product of:
(A) the number of Warrant Shares issuable upon such exercise of such Warrant Certificates (or, if only a portion of such Warrant Certificates are being exercised, issuable upon the exercise of such portion) multiplied by
(B) the quotient of:
(i) the number of Shares for which such Warrant is exercisable with payment of the Exercise Price as of the date of exercise and (ii) the Cashless Exercise Ratio. For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Value per Share of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof) over the Exercise Price Per Share (as defined below) as of the date of exercise and the denominator of which is the Current Market Value of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof). An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "CASHLESS EXERCISE." Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of Shares deliverable upon a Cashless Exercise shall be equal to the number of Shares relating to the Warrants that the holder specifies is to be exercised pursuant to a Cashless Exercise multiplied by the Cashless Exercise Ratio. All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. "EXERCISE PRICE PER SHARE" means the Exercise Price divided by the number of Shares for which a Warrant is then exercisable (without giving effect to the Cashless Exercise option). No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. If, pursuant to the Securities Act, the Company is not able to effect the registration of the offer and sale of the Warrant Shares by the Company to the holders of the Warrants upon the exercise thereof as required by Section 4.2 hereof, the holders of the Warrants agree to effect the exercise of the Warrants solely pursuant to the Cashless Exercise option to the extent that such Cashless Exercise is not adverse to the interests of the holders of the Warrants.difference of:
Appears in 1 contract
Sources: Warrant Agreement (New World Coffee Manhattan Bagel Inc)
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of Warrants shall have the right to purchase from the Company on any Business Day during the Exercise Period 13.671 fully paid, registered and nonassessable Shares for each Warrant, subject to adjustment in accordance with Article V hereof, at the purchase price of $14.30 per Share (the "EXERCISE PRICE"). The number and kind of Shares for which a Warrant may be exercised (the "EXERCISE RATE") shall be subject to adjustment from time to time as set forth in Article V hereof.
(b) Warrants may be exercised during the period commencing on the day after the date of the Warrant Agreement and ending at 5:00 p.m., New York City time, on the Expiration Date, by (i) surrendering surrendering, at any Warrant Agent Office office or agency maintained for that purpose by the Company pursuant to Section 1.9 8 (each a "Warrant Exercise Office"), the Warrant Certificate evidencing such Warrants ----------------------- with the exercise form of election appended to purchase Shares set forth on the reverse side of the Warrant Certificate (the "ELECTION TO EXERCISEExercise Form") ------------- duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an Eligible Guarantor Institutioneligible guarantor institution, and (ii) sending copies of such Exercise Form via facsimile to the Company, attention General Counsel ((▇▇▇) ▇▇▇-▇▇▇▇) and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, attention ▇▇▇▇ ▇▇▇▇▇▇▇ ((▇▇▇) ▇▇▇-▇▇▇▇), (iii) paying in full the Exercise Price for each such Warrant exercised and any other amounts required to be paid pursuant to Section 4.1 10(b) hereof. Each , (iv) except in the event of a Cashless Exercise (as defined in Section 10(b)) or in the event of the exercise of a Warrant that has been transferred pursuant to a registration statement that has been declared effective under the Securities Act, and which was effective at the time of such transfer, furnishing to the Company and the Warrant Agent a signed letter containing certain representations and agreements relating to the restrictions on transfer set forth in Exhibit B hereto and an opinion of --------- counsel if the Company so requests, and (v) providing such additional documentation or certifications as the Company and/or the Warrant Agent may be exercised only in wholereasonably request.
(cb) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made made:
(i) in cash or by wire transfer or certified or official bank check to be delivered to the Warrant Agent Office office or agency where the Warrant Certificate is being surrendered. Notwithstanding ;
(ii) by tendering a principal amount of Notes in integral multiples of $1,000, including any accrued but unpaid interest thereon up to, but not including, the foregoing sentenceExercise Date, a Warrant may also be exercised equal to, together with any payment of cash pursuant to Section 10(b)(i) above, the Exercise Price; or
(iii) solely by the surrender of the Warrantapplicable Warrant Certificate, and without the payment of the Exercise Price in cash, for such number of Shares shares of Common Stock equal to the product of (i1) the number of Shares shares of Common Stock for which such Warrant is exercisable with upon payment of the Exercise Price in cash as of the date of exercise and (ii2) the Cashless Exercise RatioRatio (such exercise, a "Cashless Exercise"). ----------------- For purposes of this Agreement, the "CASHLESS EXERCISE RATIOCashless Exercise Ratio" shall equal a ----------------------- fraction, the numerator of which is the excess of the Current Market Value Closing Price per Share share of the Common Stock on the date of exercise last Trading Day before the Exercise Date (calculated determined as set forth in Section 5.1(n) hereof10(c)) over the Exercise Price Per Share (as defined below) as of the date of exercise last Trading Day before the Exercise Date and the denominator of which is the Current Market Value Closing Price per share of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof)last Trading Day before the Exercise Date. An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "CASHLESS EXERCISE." Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of Shares shares of Common Stock deliverable upon a Cashless Exercise shall be equal to the number of Shares relating to shares of Common Stock for which such Warrants are exercisable (or if only a portion of such Warrants are being exercised, such number of shares of Common Stock issuable upon exercise of the Warrants that the holder specifies is are to be exercised pursuant to a Cashless Exercise) upon payment of the Exercise Price in cash as of the date of exercise multiplied by the Cashless Exercise Ratio. All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. "EXERCISE PRICE PER SHARE" means the Exercise Price divided by the number of Shares for which a Warrant is then exercisable (without giving effect to the Cashless Exercise option). No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. If, pursuant to the Securities Act, the Company is not able to effect the registration of the offer and sale of the Warrant Shares by the Company to the holders of the Warrants upon the exercise thereof as required by Section 4.2 hereof, the holders of the Warrants agree to effect the exercise of the Warrants solely pursuant to the Cashless Exercise option to the extent that such Cashless Exercise is not adverse to the interests of the holders of the Warrants.
Appears in 1 contract
Sources: Warrant Agreement (Tivo Inc)
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of Warrants shall have the right to purchase from the Company on any Business Day during or after the Exercise Period 13.671 date hereof (the "Exercisability Date") and on or prior to the Expiration Date 0.41524 fully paid, registered paid and nonassessable non-assessable Shares for per each WarrantWarrant such holder owns, subject to adjustment in accordance with Article V hereof, at the initial purchase price of $14.30 per 1.00 for each Share purchased subject to adjustment in accordance with Article V hereof (the "EXERCISE PRICEExercise Price"). The number and kind of Shares for which a Warrant may be exercised (the "EXERCISE RATE") shall be subject to adjustment from time to time as set forth in Article V hereof.
(b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any Warrant Agent Office maintained for that purpose by the Company pursuant to Section 1.9 the Warrant Certificate evidencing such Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the "ELECTION TO EXERCISEElection to Exercise") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an Eligible Guarantor Institution, and (ii) paying in full the Exercise Price for each such Warrant exercised Share purchased and any other amounts required to be paid pursuant to Section 4.1 4.01 hereof. Each Warrant may be exercised only in whole.
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash or by wire transfer or certified or official bank check payable to be the order of the Company, delivered to the Warrant Agent Office office or agency where the Warrant Certificate is being surrendered. Notwithstanding the foregoing sentence, a Warrant may also be exercised solely by the surrender of the Warrant, and without the payment of the Exercise Price in cash, for such number of Shares equal to the product of (i) the number of Shares for which such Warrant is exercisable with payment of the Exercise Price as of the date of exercise and (ii) the Cashless Exercise Ratio. For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Value per Share of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof) over the Exercise Price Per Share (as defined below) as of the date of exercise and the denominator of which is the Current Market Value of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof). An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "CASHLESS EXERCISE." Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of Shares deliverable upon a Cashless Exercise shall be equal to the number of Shares relating to the Warrants that the holder specifies is to be exercised pursuant to a Cashless Exercise multiplied by the Cashless Exercise Ratio. All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. "EXERCISE PRICE PER SHARE" means the Exercise Price divided by the number of Shares for which a Warrant is then exercisable (without giving effect to the Cashless Exercise option). No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. If, pursuant to the Securities Act, the Company is not able to effect the registration .
(d) Upon such surrender of a Warrant Certificate and payment and collection of the offer and sale Exercise Price at any Warrant Agent Office (other than any Warrant Agent Office that also is an office of the Warrant Shares Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The "Exercise Date" for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Company Warrant Agent at or prior to the holders of the Warrants upon the exercise thereof as required by Section 4.2 hereof2:00 p.m., the holders of the Warrants agree to effect New York City time, on a Business Day and the exercise of the Warrants solely pursuant will be effective as of such Exercise Date. If any items referred to in the Cashless Exercise option to first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City time, on a Business Day, the extent that such Cashless Exercise is not adverse to the interests exercise of the holders Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the Warrantsitems referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date.
Appears in 1 contract
Exercise, Exercise Price, Settlement and Delivery. Separation ------------------------------------------------------------- of Warrants. -----------
(a) Subject to the provisions of this Agreement, a holder of Warrants shall have the right to purchase from the Company on any Business Day during the Exercise Period 13.671 fully paid, registered and nonassessable Shares for each Warrant, subject to adjustment in accordance with Article V hereof, at the purchase price of $14.30 per Share (the "EXERCISE PRICE"). The number and kind of Shares for which a Warrant may be exercised (the "EXERCISE RATE") shall be subject to adjustment from time to time as set forth in Article V hereof.
(b) Warrants may be exercised at any time during the period commencing on the Separation Date and ending at 5:00 p.m., New York City time, on the Expiration Date by (i) surrendering surrendering, at any Warrant Agent Office office or agency maintained for that purpose by the Company pursuant to Section 1.9 8 (each a "Warrant Exercise Office"), ----------------------- the Warrant Certificate evidencing such Warrants with the exercise form of election appended to purchase Shares set forth on the reverse side of the Warrant Certificate (the "ELECTION TO EXERCISEExercise Form") duly completed and signed by ------------- the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an Eligible Guarantor Institutioneligible guarantor institution, and (ii) sending copies of such Exercise Form via facsimile to the Company, attention General Counsel ((▇▇▇) ▇▇▇-▇▇▇▇) and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, attention ▇▇▇▇ ▇▇▇▇▇▇▇ ((▇▇▇) ▇▇▇-▇▇▇▇), (iii) paying in full the Exercise Price for each such Warrant exercised and any other amounts required to be paid pursuant to Section 4.1 10(b) hereof. Each , (iv) except in the event of a Cashless Exercise (as defined in Section 10(b)) or in the event of the exercise of a Warrant that has been transferred pursuant to a registration statement that has been declared effective under the Securities Act, and which was effective at the time of such transfer, furnishing to the Company and the Warrant Agent a signed letter containing certain representations and agreements relating to the restrictions on transfer set forth in Exhibit B hereto and an opinion of counsel --------- if the Company so requests, and (v) providing such additional documentation or certifications as the Company and/or the Warrant Agent may be exercised only in wholereasonably request.
(cb) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made made:
(i) in cash or by wire transfer or certified or official bank check to be delivered to the Warrant Agent Office office or agency where the Warrant Certificate is being surrendered. Notwithstanding ;
(ii) by tendering a principal amount of Notes in integral multiples of $1,000, including any accrued but unpaid interest thereon up to, but not including, the foregoing sentenceExercise Date, a Warrant may also be exercised equal to, together with any payment of cash pursuant to Section 10(b)(i) above, the Exercise Price; or
(iii) solely by the surrender of the Warrantapplicable Warrant Certificate, and without the payment of the Exercise Price in cash, for such number of Shares shares of Common Stock equal to the product of (i1) the number of Shares shares of Common Stock for which such Warrant is exercisable with upon payment of the Exercise Price in cash as of the date of exercise and (ii2) the Cashless Exercise RatioRatio (such exercise, a "Cashless -------- Exercise"). -------- For purposes of this Agreement, the "CASHLESS EXERCISE RATIOCashless Exercise Ratio" shall equal a ----------------------- fraction, the numerator of which is the excess of the Current Market Value Closing Price per Share share of the Common Stock on the date of exercise last Trading Day before the Exercise Date (calculated determined as set forth in Section 5.1(n) hereof10(c)) over the Exercise Price Per Share (as defined below) as of the date of exercise last Trading Day before the Exercise Date and the denominator of which is the Current Market Value Closing Price per share of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof)last Trading Day before the Exercise Date. An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "CASHLESS EXERCISE." Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of Shares shares of Common Stock deliverable upon a Cashless Exercise shall be equal to the number of Shares relating to shares of Common Stock for which such Warrants are exercisable (or if only a portion of such Warrants are being exercised, such number of shares of Common Stock issuable upon exercise of the Warrants that the holder specifies is are to be exercised pursuant to a Cashless Exercise) upon payment of the Exercise Price in cash as of the date of exercise multiplied by the Cashless Exercise Ratio. All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. "EXERCISE PRICE PER SHARE" means the Exercise Price divided by the number of Shares for which a Warrant is then exercisable (without giving effect to the Cashless Exercise option). No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. If, pursuant to the Securities Act, the Company is not able to effect the registration of the offer and sale of the Warrant Shares by the Company to the holders of the Warrants upon the exercise thereof as required by Section 4.2 hereof, the holders of the Warrants agree to effect the exercise of the Warrants solely pursuant to the Cashless Exercise option to the extent that such Cashless Exercise is not adverse to the interests of the holders of the Warrants.
Appears in 1 contract
Sources: Warrant Agreement (Tivo Inc)
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of Warrants each Warrant shall have the right to purchase from the Company on any Business Day during or after the Exercise Period 13.671 date specified in Part C of the Amended and Restated Letter Agreement (the “Exercisability Date”) and on or prior to the Expiration Date one fully paid, registered and nonassessable Shares non-assessable Share, at the purchase prices specified in Part C of the Amended and Restated Letter Agreement for each Warrantshare purchased upon the exercise of the Warrants (each such price, an “Exercise Price”), in each case subject to adjustment in accordance with Article V hereof, at the purchase price of $14.30 per Share (the "EXERCISE PRICE"). The number and kind of Shares for which a Warrant may be exercised (the "EXERCISE RATE") shall be subject to adjustment from time to time as set forth in Article V hereof.
(b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any Warrant Agent Office maintained for that purpose by the principal office of the Company pursuant to Section 1.9 the Warrant Certificate evidencing such Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the "ELECTION TO EXERCISE"“Election to Exercise”) duly completed and signed by the registered holder or holders thereof Warrantholder or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an Eligible Guarantor Institution, and (ii) paying in full the Exercise Price for each such Warrant exercised and any other amounts required to be paid pursuant to Section 4.1 hereofexercised. Each Warrant may be exercised only in whole.
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash or by wire transfer or certified or official bank check to be delivered to the Warrant Agent Office office or agency where the Warrant Certificate is being surrendered. Notwithstanding the foregoing sentence, a Warrant may also be exercised solely by the surrender of the Warrant, and without the payment of the Exercise Price in cash, for such number of Shares equal to the product of (i) the number of Shares for which such Warrant is exercisable with payment of the Exercise Price as of the date of exercise and (ii) the Cashless Exercise Ratio. For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Value per Share of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof) over the Exercise Price Per Share (as defined below) as of the date of exercise and the denominator of which is the Current Market Value of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof). An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "CASHLESS EXERCISE." Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of Shares deliverable upon a Cashless Exercise shall be equal to the number of Shares relating to the Warrants that the holder specifies is to be exercised pursuant to a Cashless Exercise multiplied by the Cashless Exercise Ratio. All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. "EXERCISE PRICE PER SHARE" means the Exercise Price divided by the number of Shares for which a Warrant is then exercisable (without giving effect to the Cashless Exercise option). No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. If, pursuant to .
(d) The “Exercise Date” for a Warrant shall be the Securities Act, the Company is not able to effect the registration date when all of the offer items referred to in the first sentence of paragraphs (b) and sale (c) of the Warrant Shares this Section 2.02 are received by the Company at or prior to the holders of the Warrants upon the exercise thereof as required by Section 4.2 hereof2:00 p.m., the holders of the Warrants agree to effect New York City, New York time, on a Business Day and the exercise of the Warrants solely will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City, New York time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Company at or prior to 5:00 p.m., New York City, New York time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date. If all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Company after 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.
(e) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with the terms hereof, the Company shall issue or cause to be issued to or upon the written order of the Warrantholder, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Cashless Exercise option Election to Exercise, as set forth on the extent that such Cashless Exercise is not adverse to the interests reverse of the holders Warrant Certificate. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares as of the close of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to or upon the written order of the Warrantholder, a new Warrant Certificate evidencing the number of Warrants, if any, remaining unexercised unless such Warrants shall have expired.
Appears in 1 contract
Sources: Warrant Agreement (Syntroleum Corp)
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, (i) a holder of Warrants shall have the right to purchase from the Company on any Business Day during or after the Exercise Period 13.671 Effective Date (the "Exercisability Date") and on or prior to the Expiration Date 10.2377 fully paid, registered and nonassessable Shares for each Warrantnon-assessable Shares, subject to adjustment in accordance with Article V hereof, at the purchase price of $14.30 per Share (the "EXERCISE PRICE"). The number and kind of Shares .102377 for which a each Warrant may be exercised (the "EXERCISE RATEExercise Price") shall be subject to adjustment from time to time as set forth in Article V hereof).
(b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any Warrant Agent Office office or agency maintained for that purpose by the Company pursuant to Section 1.9 1.10 (each a "Warrant Exercise Office") the Warrant Certificate evidencing such Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the "ELECTION TO EXERCISEElection to Exercise") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an Eligible Guarantor Institution, and (ii) paying in full the Exercise Price for each such Warrant exercised and any other amounts required to be paid pursuant to Section 4.1 1.08(j) hereof. Each Warrant may be exercised only in whole.
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash or by wire transfer or certified or official bank check to be delivered to the Warrant Agent Office office or agency where the Warrant Certificate is being surrendered. Notwithstanding the foregoing sentence, a Warrant may also be exercised solely by the surrender of the Warrant, and without the payment of the Exercise Price in cash, for such number of Shares equal to the product of (i) the number of Shares for which such Warrant is exercisable with payment of the Exercise Price as of the date of exercise and (ii) the Cashless Exercise Ratio. For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Value per Share of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof) over the Exercise Price Per Share (as defined below) as of the date of exercise and the denominator of which is the Current Market Value of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof). An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "CASHLESS EXERCISE." Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of Shares deliverable upon a Cashless Exercise shall be equal to the number of Shares relating to the Warrants that the holder specifies is to be exercised pursuant to a Cashless Exercise multiplied by the Cashless Exercise Ratio. All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. "EXERCISE PRICE PER SHARE" means the Exercise Price divided by the number of Shares for which a Warrant is then exercisable (without giving effect to the Cashless Exercise option). No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. If, pursuant to the Securities Act, the Company is not able to effect the registration .
(d) Upon such surrender of a Warrant Certificate and payment and collection of the offer and sale Exercise Price at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office of the Warrant Shares by the Company Agent), such Warrant Certificate and payment shall be promptly delivered to the holders Warrant Agent. The "Exercise Date" for a Warrant shall be the date when all of the Warrants upon items referred to in the exercise thereof as required by Section 4.2 hereof, the holders of the Warrants agree to effect the exercise of the Warrants solely pursuant to the Cashless Exercise option to the extent that such Cashless Exercise is not adverse to the interests of the holders of the Warrants.first sentence
Appears in 1 contract
Sources: Warrant Agreement (Packaged Ice Inc)
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Warrant Agreement, a holder of Warrants each Warrant Holder shall have the right to purchase from the Company on any Business Day during or after the Exercise Period 13.671 Exercisability Date and on or prior to the Expiration Date, one fully paid, registered paid and nonassessable Shares for non-assessable Warrant Share per each WarrantWarrant such Holder owns, subject to adjustment in accordance with Article V hereof, at the initial purchase price of $14.30 per 4.49 for each Warrant Share (the "EXERCISE PRICE"). The number and kind of Shares for which a Warrant may be exercised (the "EXERCISE RATE") shall be purchased, subject to adjustment from time to time as set forth in accordance with Article V hereofhereof (the “Exercise Price”).
(b) Warrants may be exercised exercised, in whole or in part, on or after the Exercisability Date by (i) surrendering at any Warrant Agent Office maintained for that purpose by the Company pursuant to Section 1.9 Office the Warrant Certificate evidencing such Warrants with the form of election to purchase Warrant Shares set forth on the reverse side of the Warrant Certificate (the "ELECTION TO EXERCISE"“Election to Exercise”) duly completed and signed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof thereof, including the Trustee, or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an Eligible Guarantor Institution, attorney and (ii) paying in full the Exercise Price for each such Warrant exercised Share purchased and any other amounts required to be paid pursuant to Section 4.1 hereof. Each Warrant may be exercised only in whole.
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made (i) in cash or by wire transfer or certified or official bank check payable to be the order of the Company, delivered to the Warrant Agent Company Office where the Warrant Certificate is being surrendered. Notwithstanding the foregoing sentence, (ii) by wire transfer of immediately available funds to a Warrant may also be exercised solely bank account designated by the surrender Company, (iii) by delivery of Warrant Certificates pursuant to Section 2.2(d) or (iv) any combination thereof. Subject to the provisions of this Warrant Agreement, the rights represented by the Warrants shall be exercisable at the election of the WarrantHolders thereof either in full at any time or from time to time in part.
(d) In the event that any Holder of Warrant Certificates delivers such Warrant Certificates to the Company and indicates on the Election to Exercise that such Holder intends to exercise all, and without or any portion of, the payment of Warrants represented by such Warrant Certificate to satisfy its obligation to pay the Exercise Price in cashrespect thereof by virtue of the provisions of this Section 2.2(d), for such Holder shall become entitled to receive, instead of the number of Warrant Shares such Holder would have received had the Exercise Price been paid in cash pursuant to Section 2.2(c), a number of Warrant Shares in respect of the exercise of such Warrants equal to the product of:
(A) the number of Warrant Shares issuable upon such exercise of such Warrant Certificates (or, if only a portion of such Warrant Certificates are being exercised, issuable upon the exercise of such portion) multiplied by
(B) the quotient of:
(i) the number of Shares for which such Warrant is exercisable with payment of the Exercise Price as of the date of exercise and (ii) the Cashless Exercise Ratio. For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Value per Share of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof) over the Exercise Price Per Share (as defined below) as of the date of exercise and the denominator of which is the Current Market Value of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof). An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "CASHLESS EXERCISE." Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of Shares deliverable upon a Cashless Exercise shall be equal to the number of Shares relating to the Warrants that the holder specifies is to be exercised pursuant to a Cashless Exercise multiplied by the Cashless Exercise Ratio. All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. "EXERCISE PRICE PER SHARE" means the Exercise Price divided by the number of Shares for which a Warrant is then exercisable (without giving effect to the Cashless Exercise option). No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. If, pursuant to the Securities Act, the Company is not able to effect the registration of the offer and sale of the Warrant Shares by the Company to the holders of the Warrants upon the exercise thereof as required by Section 4.2 hereof, the holders of the Warrants agree to effect the exercise of the Warrants solely pursuant to the Cashless Exercise option to the extent that such Cashless Exercise is not adverse to the interests of the holders of the Warrants.difference of:
Appears in 1 contract
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of Warrants a Warrant shall have the right to purchase from the Company Company, on any Business Day during or after the Exercise Period 13.671 earlier of (i) the first anniversary of the Effective Date and (ii) the date that a registration statement under the Act registering the issuance of Shares upon exercise of the Warrants and the resale of the Warrants and the Shares becomes effective (the “Exercisability Date”) and on or prior to the Expiration Date, one fully paid, registered paid and nonassessable Shares non-assessable Share at the purchase price of $4.31 for each WarrantShare purchased upon the exercise of the Warrant (the “Exercise Price”), in each case subject to adjustment in accordance with Article V hereof, at the purchase price of $14.30 per Share (the "EXERCISE PRICE"). The number and kind of Shares for which a Warrant may be exercised (the "EXERCISE RATE") shall be subject to adjustment from time to time as set forth in Article V hereof.
(b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any Warrant Agent Office office or agency maintained for that purpose by the Company pursuant to Section 1.9 1.11 (each a “Warrant Exercise Office”) the Warrant Certificate evidencing such Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the "ELECTION TO EXERCISE"“Election to Exercise”) duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an Eligible Guarantor Institution, and (ii) paying in full the Exercise Price for each such Warrant exercised and any other amounts required to be paid pursuant to Section 4.1 1.08(j) hereof. Each Warrant may be exercised only in whole.
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash or by wire transfer or certified or official bank check to be delivered to the Warrant Agent Office office or agency where the Warrant Certificate is being surrendered. Notwithstanding the foregoing sentence, a Warrant may also be exercised solely by the surrender of the Warrant, and without the payment of the Exercise Price in cash, for such number of Shares equal to the product of (i) the number of Shares for which such Warrant is exercisable with payment of the Exercise Price as of the date of exercise and (ii) the Cashless Exercise Ratio. For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Value per Share of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof) over the Exercise Price Per Share (as defined below) as of the date of exercise and the denominator of which is the Current Market Value of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof). An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "CASHLESS EXERCISE." Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of Shares deliverable upon a Cashless Exercise shall be equal to the number of Shares relating to the Warrants that the holder specifies is to be exercised pursuant to a Cashless Exercise multiplied by the Cashless Exercise Ratio. All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. "EXERCISE PRICE PER SHARE" means the Exercise Price divided by the number of Shares for which a Warrant is then exercisable (without giving effect to the Cashless Exercise option). No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. If, pursuant to the Securities Act, the Company is not able to effect the registration .
(d) Upon such surrender of a Warrant Certificate and payment and collection of the offer and sale Exercise Price at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office of the Warrant Shares Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The “Exercise Date” for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Company Warrant Agent at or prior to the holders of the Warrants upon the exercise thereof as required by Section 4.2 hereof2:00 p.m., the holders of the Warrants agree to effect New York City, New York time, on a Business Day and the exercise of the Warrants solely will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City, New York time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City, New York time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date. If any of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent after 5:00 p.m., New York City, New York time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void, the Warrant shall become void, and all rights of the holder under the Warrant Certificate evidencing such Warrant and under this Agreement shall cease.
(e) Upon the exercise of a Warrant in accordance with the terms hereof, the receipt of a Warrant Certificate and payment of the Exercise Price, the Warrant Agent shall: (i) cause an amount equal to the Exercise Price to be paid to the Company by crediting the same to the account designated by the Company in writing to the Warrant Agent for that purpose; (ii) advise the Company immediately by telephone of the amount so deposited to the Company’s account and promptly confirm such telephonic advice in writing and (iii) as soon as practicable, advise the Company in writing of the number of Warrants exercised in accordance with the terms and conditions of this Agreement and such Warrant Certificate, the instructions of the exercising holder of the Warrant Certificate with respect to delivery of the Shares to which such holder is entitled upon such exercise, and such other information as the Company shall reasonably request.
(f) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with the terms hereof, the Company shall issue or cause to be issued to, or upon the written order of, the registered holder of the Warrant Certificate evidencing such exercised Warrant or Warrants, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Cashless Exercise option Election to Exercise. The Warrant Agent shall have no obligation to ascertain the number of Shares to be issued with respect to the extent exercised Warrant or Warrants. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares as of the close of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to, or upon the written order of, the registered holder of such Warrant Certificate, a new Warrant Certificate, countersigned by the Warrant Agent pursuant to the Company’s written instruction, evidencing the number of Warrants, if any, remaining unexercised, unless such Warrants shall have expired.
(g) In the event that such Cashless at the time an Election to Exercise is not adverse delivered to the interests Warrant Agent a registration statement covering the issuance of the holders Shares upon exercise of the WarrantsWarrants and the resale of the Warrants and the Shares is not in effect, qualifications and/or registrations under applicable state securities laws are not in effect for the issuance of the Shares upon exercise of the Warrants and the resale of the Warrants and the Shares, and the issuance of the Shares upon exercise of the Warrants and the resale of the Warrants and the Shares are not exempt from the registration requirements of the Act and such applicable state registration and qualification requirements, then the Company shall, if requested by the Warrant holder giving the Election to Exercise, exchange the Warrants being exercised for a number of shares of Common Stock equal to the whole number nearest to (a) the number of shares of Common Stock issuable upon exercises of such Warrants minus (b) the number of shares of Common Stock equal to the quotient obtained by dividing (i) the product obtained by multiplying (A) the Exercise Price by (B) the number of shares of Common Stock issuable upon exercises of such Warrants by (ii) the Current Market Value (as defined in Section 5.01(c)). It is intended and acknowledged that, subject to applicable law, the Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the holder, and the holding period for the Shares required by Rule 144 under the Act shall be deemed to have been commenced, on the Original Issue Date.
Appears in 1 contract
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of Warrants each Warrant shall have the right to purchase from the Company on any Business Day during or after (the Exercise Period 13.671 “Exercisability Date”) and on or prior to the Expiration Date, one fully paid, registered and nonassessable Shares non-assessable Share, at a purchase price of $11.21 for each Warrantshare purchased upon the exercise of the Warrants (the “Exercise Price”), in each case subject to adjustment in accordance with Article V hereof, at the purchase price of $14.30 per Share (the "EXERCISE PRICE"). The number and kind of Shares for which a Warrant may be exercised (the "EXERCISE RATE") shall be subject to adjustment from time to time as set forth in Article V hereof.
(b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any Warrant Agent Office maintained for that purpose by the principal office of the Company pursuant to Section 1.9 the Warrant Certificate evidencing such Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the "ELECTION TO EXERCISE"“Election to Exercise”) duly completed and signed by the registered holder or holders thereof Warrantholder or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an Eligible Guarantor Institution, and (ii) paying in full the Exercise Price for each such Warrant exercised and any other amounts required to be paid pursuant to Section 4.1 hereofexercised. Each Warrant may be exercised only in whole.
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash or by wire transfer or certified or official bank check to be delivered to the Warrant Agent Office office or agency where the Warrant Certificate is being surrendered. Notwithstanding the foregoing sentence, a Warrant may also be exercised solely by the surrender of the Warrant, and without the payment of the Exercise Price in cash, for such number of Shares equal to the product of (i) the number of Shares for which such Warrant is exercisable with payment of the Exercise Price as of the date of exercise and (ii) the Cashless Exercise Ratio. For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Value per Share of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof) over the Exercise Price Per Share (as defined below) as of the date of exercise and the denominator of which is the Current Market Value of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof). An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "CASHLESS EXERCISE." Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of Shares deliverable upon a Cashless Exercise shall be equal to the number of Shares relating to the Warrants that the holder specifies is to be exercised pursuant to a Cashless Exercise multiplied by the Cashless Exercise Ratio. All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. "EXERCISE PRICE PER SHARE" means the Exercise Price divided by the number of Shares for which a Warrant is then exercisable (without giving effect to the Cashless Exercise option). No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. If, pursuant to .
(d) The “Exercise Date” for a Warrant shall be the Securities Act, the Company is not able to effect the registration date when all of the offer items referred to in the first sentence of paragraphs (b) and sale (c) of the Warrant Shares this Section 2.02 are received by the Company at or prior to the holders of the Warrants upon the exercise thereof as required by Section 4.2 hereof2:00 p.m., the holders of the Warrants agree to effect New York City, New York time, on a Business Day and the exercise of the Warrants solely will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City, New York time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01) relating to such Warrants, if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Company at or prior to 5:00 p.m., New York City, New York time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on such Expiration Date. If all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Company after 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.
(e) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with the terms hereof, the Company shall issue or cause to be issued to or upon the written order of the Warrantholder, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Cashless Exercise option Election to Exercise, as set forth on the extent that such Cashless Exercise is not adverse to the interests reverse of the holders Warrant Certificate. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares as of the close of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to or upon the written order of the Warrantholder, a new Warrant Certificate evidencing the number of Warrants, if any, remaining unexercised unless such Warrants shall have expired.
Appears in 1 contract
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, at any time from and after the Trigger Event Date (the date of such occurrence, the "Exercisability Date") and on or prior to 5:00 p.m., New York City time, on the Expiration Date a holder of Class C Warrants shall have the right to purchase from the Company on any Business Day during the Exercise Period 13.671 exercise each Class C Warrant for one (1) fully paid, registered and nonassessable Shares for each Warrantnon-assessable Class C Warrant Share, subject to adjustment in accordance with Article V VI hereof, at the purchase price of $14.30 per Share (the "EXERCISE PRICE"). The number and kind of Class C Warrant Shares for which a Class C Warrant may be exercised (and the "EXERCISE RATE") price at which Class C Warrant Shares may be purchased upon exercise of a Class C Warrant shall be subject to adjustment from time to time as set forth in Article V VI hereof (the "Exercise Price"). The initial Exercise Price for each Class C Warrant Share shall be $1.00 per Class C Warrant Share, subject to adjustment in accordance with Article VI hereof.
(b) Class C Warrants may be exercised on or after the Exercisability Date by (i) surrendering sur- rendering at any Warrant Agent Office office or agency maintained for that purpose by the Company pursuant to Section 1.9 2.09 (each a "Warrant Exercise Office") the Class C Warrant Certificate evidencing such Class C Warrants with the form of election to purchase Shares exercise set forth on the reverse side of the Class C Warrant Certificate (the "ELECTION TO EXERCISEElection to Exercise") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an Eligible Guarantor Institution, and (ii) paying in full the Exercise Price for each such Warrant exercised and any other amounts required to be paid pursuant to Section 4.1 hereof. Each Class C Warrant may be exercised only in whole.
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made by wire transfer or certified or official bank check to be delivered to the Warrant Agent Office where the Warrant Certificate is being surrendered. Notwithstanding the foregoing sentence, a A Class C Warrant may also be exercised solely by the surrender of the Class C Warrant, and without with the payment of the any Exercise Price in cashPrice, for such number of Shares equal up to the product of (i) the number of Class C Warrant Shares for which such Class C Warrant is exercisable with payment of the Exercise Price as of the date of exercise and exercisable.
(iid) the Cashless Exercise Ratio. For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Value per Share of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof) over the Exercise Price Per Share (as defined below) as of the date of exercise and the denominator of which is the Current Market Value of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof). An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "CASHLESS EXERCISE." Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of Shares deliverable upon a Cashless Exercise shall be equal to the number of Shares relating to the Warrants that the holder specifies is to be exercised pursuant to a Cashless Exercise multiplied by the Cashless Exercise Ratio. All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. "EXERCISE PRICE PER SHARE" means the Exercise Price divided by the number of Shares for which a Warrant is then exercisable (without giving effect to the Cashless Exercise option). No payment or adjustment shall be made on account of any cash dividends on the Class C Warrant Shares issued upon exercise of a Warrant. If, pursuant Class C Warrant payable to a holder of record of Common Stock on a date prior to the Securities Act, the Company Exercise Date.
(e) Upon such surrender of a Class C Warrant Certificate at any Warrant Exercise Office (other than any Warrant Exercise Office that also is not able to effect the registration of the offer and sale an office of the Warrant Shares Agent), such Class C Warrant Certificate shall be promptly delivered to the Warrant Agent. The "Exercise Date" for a Class C Warrant shall be the date when all of the items referred to in the first sentence of paragraph (b) of this Section 3.02 are received by the Company Warrant Agent at or prior to the holders of the Warrants upon the exercise thereof as required by Section 4.2 hereof11:00 a.m., the holders of the Warrants agree to effect New York City time, on a Business Day, and the exercise of the Class C Warrants solely pursuant will be effective as of such Exercise Date. If any items referred to in the Cashless Exercise option to first sentence of paragraph (b) are received after 11:00 a.m., New York City time, on a Business Day, the extent that such Cashless Exercise is not adverse to the interests exercise of the holders Class C Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exer- cise of Class C Warrants on the Expiration Date, if all of the Warrantsitems referred to in the first sentence of paragraph (b) are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Class C Warrants to which such items relate will be effective on the Expiration Date.
Appears in 1 contract
Sources: Warrant Agreement
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, at any time from and after the Trigger Event Date (the date of such occurrence, the "Exercisability Date") and on or prior to 5:00 p.m., New York City time, on the Expiration Date a holder of Class B Warrants shall have the right to purchase from the Company on any Business Day during the Exercise Period 13.671 exercise each Class B Warrant for one (1) fully paid, registered and nonassessable Shares for each Warrantnon-assessable Class B Warrant Share, subject to adjustment in accordance with Article V VI hereof, at the purchase price of $14.30 per Share (the "EXERCISE PRICE"). The number and kind of Class B Warrant Shares for which a Class B Warrant may be exercised (and the "EXERCISE RATE") price at which Class B Warrant Shares may be purchased upon exercise of a Class B Warrant shall be subject to adjustment from time to time as set forth in Article V VI hereof (the "Exercise Price"). The initial Exercise Price for each Class B Warrant Share shall be $.10 per Class B Warrant Share, subject to adjustment in accordance with Article VI hereof.
(b) Class B Warrants may be exercised on or after the Exercisability Date by (i) surrendering sur- rendering at any Warrant Agent Office office or agency maintained for that purpose by the Company pursuant to Section 1.9 2.09 (each a "Warrant Exercise Office") the Class B Warrant Certificate evidencing such Class B Warrants with the form of election to purchase Shares exercise set forth on the reverse side of the Class B Warrant Certificate (the "ELECTION TO EXERCISEElection to Exercise") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an Eligible Guarantor Institution, and (ii) paying in full the Exercise Price for each such Warrant exercised and any other amounts required to be paid pursuant to Section 4.1 hereof. Each Class B Warrant may be exercised only in whole.
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made by wire transfer or certified or official bank check to be delivered to the Warrant Agent Office where the Warrant Certificate is being surrendered. Notwithstanding the foregoing sentence, a A Class B Warrant may also be exercised solely by the surrender of the Class B Warrant, and without with the payment of the any Exercise Price in cashPrice, for such number of Shares equal up to the product of (i) the number of Class B Warrant Shares for which such Class B Warrant is exercisable with payment of the Exercise Price as of the date of exercise and exercisable.
(iid) the Cashless Exercise Ratio. For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Value per Share of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof) over the Exercise Price Per Share (as defined below) as of the date of exercise and the denominator of which is the Current Market Value of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof). An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "CASHLESS EXERCISE." Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of Shares deliverable upon a Cashless Exercise shall be equal to the number of Shares relating to the Warrants that the holder specifies is to be exercised pursuant to a Cashless Exercise multiplied by the Cashless Exercise Ratio. All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. "EXERCISE PRICE PER SHARE" means the Exercise Price divided by the number of Shares for which a Warrant is then exercisable (without giving effect to the Cashless Exercise option). No payment or adjustment shall be made on account of any cash dividends on the Class B Warrant Shares issued upon exercise of a Warrant. If, pursuant Class B Warrant payable to a holder of record of Common Stock on a date prior to the Securities Act, the Company Exercise Date.
(e) Upon such surrender of a Class B Warrant Certificate at any Warrant Exercise Office (other than any Warrant Exercise Office that also is not able to effect the registration of the offer and sale an office of the Warrant Shares Agent), such Class B Warrant Certificate shall be promptly delivered to the Warrant Agent. The "Exercise Date" for a Class B Warrant shall be the date when all of the items referred to in the first sentence of paragraph (b) of this Section 3.02 are received by the Company Warrant Agent at or prior to the holders of the Warrants upon the exercise thereof as required by Section 4.2 hereof11:00 a.m., the holders of the Warrants agree to effect New York City time, on a Business Day, and the exercise of the Class B Warrants solely pursuant will be effective as of such Exercise Date. If any items referred to in the Cashless Exercise option to first sentence of paragraph (b) are received after 11:00 a.m., New York City time, on a Business Day, the extent that such Cashless Exercise is not adverse to the interests exercise of the holders Class B Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exer- cise of Class B Warrants on the Expiration Date, if all of the Warrantsitems referred to in the first sentence of paragraph (b) are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Class B Warrants to which such items relate will be effective on the Expiration Date.
Appears in 1 contract
Sources: Class B Warrant Agreement