Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of each Warrant shall have the right to purchase from the Company on or after the Effective Date (the "Exercisability Date") and on or prior to the Expiration Date one fully paid, registered and non-assessable Share, at the purchase price of $7.60 for each share purchased upon the exercise of the Warrants (the "Exercise Price"), in each case subject to adjustment in accordance with Article V hereof,. (b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any office or agency maintained for that purpose by the Company pursuant to Section 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 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 (ii) paying in full the Exercise Price for each such Warrant exercised and any other amounts required to be paid pursuant to Section 1.08(i) 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 certified or official bank check to be delivered to the office or agency where the Warrant Certificate is being surrendered. No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. (d) Upon such surrender of a Warrant Certificate and payment and collection of the Exercise Price at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office of the Warrant 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 Warrant Agent at or prior to 2:00 p.m., New York City, New York time, on a Business Day and the exercise of the Warrants 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 all 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 time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.
Appears in 2 contracts
Sources: Warrant Agreement (Syntroleum Corp), Warrant Agreement (Syntroleum Corp)
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of each Warrant shall have the right to purchase from the Company on or after the Effective Date (the "“Exercisability Date"”) and on or prior to the Expiration Date one fully paid, registered and non-assessable Share, at the purchase price of $7.60 5.00 for each share purchased upon the exercise of the Warrants (the "“Exercise Price"”), in each case subject to adjustment in accordance with Article V hereof,.
(b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any office or agency maintained for that purpose by the Company pursuant to Section 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 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 (ii) paying in full the Exercise Price for each such Warrant exercised and any other amounts required to be paid pursuant to Section 1.08(i) 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 certified or official bank check to be delivered to the office or agency where the Warrant Certificate is being surrendered. No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant.
(d) Upon such surrender of a Warrant Certificate and payment and collection of the Exercise Price at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office of the Warrant 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 Warrant Agent at or prior to 2:00 p.m., New York City, New York time, on a Business Day and the exercise of the Warrants 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 all 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 time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.
(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 (giving effect to Section 5.01(i) below) exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, the instructions of each exercising holder of the Warrant Certificates 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 Election to Exercise, as set forth on the reverse of the Warrant Certificate. The Warrant Agent shall have no obligation to ascertain the number of Shares to be issued with respect to the 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.
Appears in 2 contracts
Sources: Warrant Agreement (Syntroleum Corp), Warrant Agreement (Syntroleum Corp)
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Warrant Agreement, a holder of each Warrant Holder shall have the right to purchase from the Company on or after the Effective Separation Date (the "Exercisability Date") and on or prior to the Expiration Date one Date, up to 2,131,667.4631 fully paid, registered paid and non-assessable ShareWarrant Shares per each Warrant such Holder owns, at the purchase price of $7.60 for each share purchased upon the exercise of the Warrants (the "Exercise Price"), in each case subject to adjustment in accordance with Article V hereof,, at the initial purchase price of $.00017 for each Warrant Share purchased, subject to adjustment in accordance with Article V hereof (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 or agency maintained for that purpose by the Company pursuant to Section 1.10 (each a "Warrant Exercise 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") 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 (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 1.08(i4.1 hereof and (iii) hereof. Each other than with respect to the Warrants acquired by DZ Investors in connection with its purchase of the Series B Preferred Units, if such Warrant may be is being exercised only prior to the date on which the Stockholders' Agreement (as defined below) is terminated, executing a counterpart of the Stockholders' Agreement by and among the Company, the Trustee and certain holders of the Company's Common Stock and Non-Voting Common Stock in wholesubstantially the form attached hereto as Exhibit D (the "Stockholders' Agreement").
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made (i) in cash or by certified or official bank check payable to be the order of the Company, delivered to the office or agency where the Warrant Certificate is being surrendered. No payment ; or adjustment shall be made on account (ii) by delivery of any Warrant Certificates pursuant to Section 2.2(d); or (iii) by the surrender to the Company for cancellation of shares of Series B Preferred Stock with an aggregate liquidation preference together with accumulated and unpaid dividends on thereon (whether or not declared) equal to the aggregate Exercise Price for all Warrant Shares issued issuable upon exercise of a such Warrant. Subject to the provisions of this Warrant Agreement, the rights represented by the Warrants shall be exercisable at the election of the Holders thereof either in full at any time or from time to time in part.
(d) Upon In the event that any Holder of Warrant Certificates delivers such surrender of a Warrant Certificates to the Company and indicates on the Election to Exercise that such Holder intends to exercise all, or any portion of, the Warrants represented by such Warrant Certificate and payment and collection of to satisfy its obligation to pay the Exercise Price at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office in respect thereof by virtue of the Warrant Agentprovisions of this Section 2.2(d), such Holder shall become entitled to receive, instead of the number of Warrant Certificate and payment shall be promptly delivered 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 exercises of such Warrants equal to the product of:
(A) the number of Warrant Agent. The "Exercise Date" for Shares issuable upon such exercise of such Warrant Certificates (or, if only a portion of such 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 Certificates are received by the Warrant Agent at or prior to 2:00 p.m.being exercised, New York City, New York time, on a Business Day and issuable upon the exercise of such portion) multiplied by
(B) the Warrants will be effective as of such Exercise Date. If any items referred to in quotient of:
(i) 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 all 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 time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.difference of:
Appears in 2 contracts
Sources: Warrant Agreement (Discovery Zone Inc), Warrant Agreement (Discovery Zone Inc)
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Warrant Agreement, a holder of each Warrant Holder shall have the right to purchase from the Company Company, on or after the Effective Date date hereof (the "Exercisability Date") and on or prior to the Expiration Date one Date, 26.8908 fully paid, registered paid and non-assessable ShareWarrant Shares per each Warrant such Holder owns, at the purchase price of $7.60 for each share purchased upon the exercise of the Warrants (the "Exercise Price"), in each case subject to adjustment in accordance with Article V hereof,, at the initial purchase price of $0.01 for each Warrant Share purchased, subject to adjustment in accordance with Article V hereof (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 or agency maintained for that purpose by the Company pursuant to Section 1.10 (each a "Warrant Exercise 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") 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 (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 1.08(i) 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 certified or official bank check payable to be the order of the Company, delivered to the office or agency where the Warrant Warfare Certificate is being surrendered. No payment ; or adjustment shall be made on account (ii) by delivery of any dividends on the Shares issued upon exercise of a WarrantWarrant Certificates pursuant to Section 2.2(d).
(d) Upon In the event that any Holder of Warrant Certificates delivers such surrender of a Warrant Certificates to the Company and indicates on the Election to Exercise that such Holder intends to exercise all, or any portion of, the Warrants represented by such Warrant Certificate and payment and collection to satisfy its obligation to pay the Exercise Price in respect thereof by virtue of the provisions of this Section 2.2(d), such Holder shall become entitled to receive, instead of the number of Warfare 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 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 difference of:
(X) the per share Fair Market Value of the Common Stock at the time of such exercise; minus
(Y) the Exercise Price at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office of the Warrant 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 Warrant Agent at or prior to 2:00 p.m., New York City, New York time, on a Business Day and the exercise of the Warrants will be effective as time 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 all 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 time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.exercise; divided by
Appears in 1 contract
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Warrant Agreement, a holder of each Warrant Holder shall have the right to purchase from the Company Company, on or after the Effective Date date hereof (the "Exercisability Date") and on or prior to the Expiration Date one Date, 9.4724 fully paid, registered paid and non-assessable ShareWarrant Shares per each Warrant such Holder owns, at the purchase price of $7.60 for each share purchased upon the exercise of the Warrants (the "Exercise Price"), in each case subject to adjustment in accordance with Article V hereof,, at the initial purchase price of $0.01 for each Warrant Share purchased, subject to adjustment in accordance with Article V hereof (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 or agency maintained for that purpose by the Company pursuant to Section 1.10 (each a "Warrant Exercise 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") 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 (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 1.08(i) 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 certified or official bank check payable to be the order of the Company, delivered to the office or agency where the Warrant Certificate is being surrendered. No payment ; or adjustment shall be made on account (ii) by delivery of any dividends on the Shares issued upon exercise of a WarrantWarrant Certificates pursuant to Section 2.2(d).
(d) Upon In the event that any Holder of Warrant Certificates delivers such surrender of a Warrant Certificates to the Company and indicates on the Election to Exercise that such Holder intends to exercise all, or any portion of, the Warrants represented by such Warrant Certificate and payment and collection of to satisfy its obligation to pay the Exercise Price at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office in respect thereof by virtue of the Warrant Agentprovisions of this Section 2.2(d), such Holder shall become entitled to receive, instead of the number of Warrant Certificate and payment shall be promptly delivered 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 exercises of such Warrants equal to the PRODUCT of:
(A) the number of Warrant Agent. The "Exercise Date" for Shares issuable upon such exercise of such Warrant Certificates (or, if only a portion of such 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 Certificates are received by the Warrant Agent at or prior to 2:00 p.m.being exercised, New York City, New York time, on a Business Day and issuable upon the exercise of such portion) MULTIPLIED by
(B) the Warrants will be effective as of such Exercise Date. If any items referred to in QUOTIENT of:
(i) 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 all 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 time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.DIFFERENCE of:
Appears in 1 contract
Exercise, Exercise Price, Settlement and Delivery. Separation of Warrants. ----------------------
(a) Subject to the provisions of this Agreement, a holder of each Warrant shall have the right to purchase from the Company on or after the Effective Date (the "Exercisability Date") and on or prior to the Expiration Date one fully paid, registered and non-assessable Share, at the purchase price of $7.60 for each share purchased upon the exercise of the Warrants (the "Exercise Price"), in each case subject to adjustment in accordance with Article V hereof,.
(b) Warrants may be exercised during the period commencing on or the day after the Exercisability 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 office or agency maintained for that purpose by the Company pursuant to Section 1.10 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 institution, (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 1.08(i10(b) hereof. Each , (iv) 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, (v) providing such additional documentation or certifications as the Company and/or the Warrant Agent may be exercised only in wholereasonably request, and (vi) surrendering to such Warrant Exercise Office the certificates representing such Five-Year Terminable Warrants with which such Warrants comprise Units.
(cb) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash or by certified or official bank check to be delivered to the office or agency where the Warrant Certificate is being surrendered. In accordance with Section 10(e) hereof, if any holder exercises less than all of the Warrants evidenced by a Warrant Certificate, a new Warrant Certificate will be issued to such holders for the remaining number of Warrants, which Warrant Certificate shall bear the Unit Legend contained in Section 6(e) hereof. No payment or adjustment shall be made on account of any dividends on the Shares shares of Common Stock issued upon exercise of a Warrant.
(dc) Upon such surrender of a Warrant Certificate and Certificate, payment and collection of the Exercise Price at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office the Corporate Office), delivery of the letter and opinion of counsel referenced in Section 10(a), if required, and delivery of such additional documentation or certifications as the Company and/or the Warrant Agent)Agent may reasonably request, 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 ------------- applicable items referred to in the first sentence of paragraphs (ba) and (cb) of this Section 2.02 10 are received by the Warrant Agent Agent, the Company and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, at or prior to 2:00 p.m.11:00 a.m., New York City, New York City time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of such paragraphs (ba) and (cb) are received after 2:00 p.m.11:00 a.m., New York City, New York City 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)or the Termination Date, if applicable, if all of the items referred to in the first sentence of paragraphs (ba) and (cb) are received by the Warrant Agent Agent, the Company and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, as applicable, at or prior to 5:00 p.m., New York City, New York City time, on such Expiration Date or Termination Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date or Termination Date, if applicable. If all For purposes of determining satisfaction of the items referred requirement set forth above with respect to in the first sentence of paragraphs Exercise Date for any Warrant, any facsimile required to be sent shall be deemed to have been received on a given day if such facsimile was sent before 11:00 a.m., New York City time, on such date (b) and (c) are received by the Warrant Agent after or 5:00 p.m., New York City time, if such date is the Expiration Date or the Termination Date), to the number listed above (unless a different number is specified in a notice filed with the Warrant Agent and mailed by the Warrant Agent at the Company's expense to each holder of Warrants at such holder's address appearing on such Expiration Date, the exercise Warrant register) and confirmation of the Warrants to which transmission of such items relate will not be effective and shall be voidfacsimile is obtained.
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 each Warrant shall have the right to purchase from the Company on or after the Effective Date (the "Exercisability Date") and on or prior to the Expiration Date one fully paid, registered and non-assessable Share, at the purchase price of $7.60 for each share purchased upon the exercise of the Warrants (the "Exercise Price"), in each case subject to adjustment in accordance with Article V hereof,.
(b) Warrants may be exercised during the period commencing on or the day after the Exercisability Date 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 office or agency maintained for that purpose by the Company pursuant to Section 1.10 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 institution, (ii) paying in full sending copies of such Exercise Form via facsimile to the Company, attention General Counsel ((650) 519-5333) and Latham & Watkins, attention John Donohue ((650) ▇▇▇-▇▇▇▇), (▇ii) pa▇▇▇▇ ▇n f▇▇▇ ▇▇▇ Exercise Price for each such Warrant exercised Pr▇▇▇ ▇▇▇ ▇▇▇▇ s▇▇▇ ▇▇▇▇▇▇▇ ▇▇ercised and any other amounts required to be paid pursuant to Section 1.08(i10(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 certified or official bank check to be delivered to the office or agency where the Warrant Certificate is being surrendered. No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant.;
(dii) Upon such 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 Exercise Date, 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 a the applicable Warrant Certificate Certificate, and without the payment and collection of the Exercise Price at any in cash, for such number of shares of Common Stock equal to the product of (1) the number of shares of Common Stock for which such Warrant Exercise Office (other than any Warrant Exercise Office that also is an office exercisable upon payment of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The "Exercise Date" for a Warrant shall be Price in cash as of the date when all of the items referred to in the first sentence of paragraphs (b) exercise and (c2) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m.Cashless Exercise Ratio (such exercise, New York City, New York time, on a Business Day and the exercise of the Warrants 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"Cashless Exercise"), 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 all 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 time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.
Appears in 1 contract
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Warrant Agreement, a holder of each Warrant Holder shall have the right to purchase from the Company on or after the Effective Separation Date (the "Exercisability Date") and on or prior to the Expiration Date one Date, up to 2,131,667.4631 fully paid, registered paid and non-assessable ShareWarrant Shares per each Warrant such Holder owns, at the purchase price of $7.60 for each share purchased upon the exercise of the Warrants (the "Exercise Price"), in each case subject to adjustment in accordance with Article V hereof,, at the initial purchase price of $.00017 for each Warrant Share purchased, subject to adjustment in accordance with Article V hereof (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 or agency maintained for that purpose by the Company pursuant to Section 1.10 (each a "Warrant Exercise 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") 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 (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 1.08(i4.1 hereof and (iii) hereof. Each if such Warrant may be is being exercised only prior to the date on which the Stockholders' Agreement (as defined below) is terminated, executing a counterpart of the Stockholders' Agreement by and among the Company, the Trustee and certain holders of the Company's Common Stock and Non-Voting Common Stock in wholesubstantially the form attached hereto as Exhibit D (the "Stockholders' Agreement").
(c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made (i) in cash or by certified or official bank check payable to be the order of the Company, delivered to the office or agency where the Warrant Certificate is being surrendered. No payment ; or adjustment shall be made on account (ii) by delivery of any Warrant Certificates pursuant to Section 2.2(d); or (iii) by the surrender to the Company for cancellation of shares of Series A Preferred Stock with an aggregate liquidation preference together with accumulated and unpaid dividends on thereon (whether or not declared) equal to the aggregate Exercise Price for all Warrant Shares issued issuable upon exercise of a such Warrant. Subject to the provisions of this Warrant Agreement, the rights represented by the Warrants shall be exercisable at the election of the Holders thereof either in full at any time or from time to time in part.
(d) Upon In the event that any Holder of Warrant Certificates delivers such surrender of a Warrant Certificates to the Company and indicates on the Election to Exercise that such Holder intends to exercise all, or any portion of, the Warrants represented by such Warrant Certificate and payment and collection of to satisfy its obligation to pay the Exercise Price at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office in respect thereof by virtue of the Warrant Agentprovisions of this Section 2.2(d), such Holder shall become entitled to receive, instead of the number of Warrant Certificate and payment shall be promptly delivered 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 exercises of such Warrants equal to the product of:
(A) the number of Warrant Agent. The "Exercise Date" for Shares issuable upon such exercise of such Warrant Certificates (or, if only a portion of such 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 Certificates are received by the Warrant Agent at or prior to 2:00 p.m.being exercised, New York City, New York time, on a Business Day and issuable upon the exercise of such portion) multiplied by
(B) the Warrants will be effective as of such Exercise Date. If any items referred to in quotient of:
(i) 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 all 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 time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.difference of:
Appears in 1 contract
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of each Warrant Warrants shall have the right to purchase from the Company on or after the Effective Separability Date (the "Exercisability Date") and on or prior to the Expiration Date one 10.51 fully paid, registered paid and non-assessable ShareShares per each Warrant such holder owns, at the purchase price of $7.60 for each share purchased upon the exercise of the Warrants (the "Exercise Price"), in each case subject to adjustment in accordance with Article V hereof,, at the initial purchase price of $ 1.16875 for each Share purchased subject to adjustment in accordance with Article V hereof (the "Exercise Price").
(b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any office or agency maintained for that purpose by the Company pursuant to Section 1.10 (each a "Warrant Exercise Office") Agent 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") 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 (ii) paying in full the Exercise Price (by delivering the consideration specified in Section 2.02(c)(i) or Section 2.02(g)) for each such Warrant exercised Share purchased and any other amounts required to be paid pursuant to Section 1.08(i) 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 either (i) in cash or by certified or official bank check payable to be the order of the Company, delivered to the office or agency where the Warrant Certificate is being surrenderedsurrendered or (ii) by "cashless" or "net-issue" exercise pursuant to Section 2.02(g). No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant.
(d) Upon such surrender of a Warrant Certificate and payment and collection of the Exercise Price at any Warrant Exercise Agent Office (other than any Warrant Exercise Agent Office that also is an office of the Warrant 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 paragraph (b) and the first sentence of paragraphs (b) and paragraph (c) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m., New York City, New York City time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in paragraph (b) and the first sentence of paragraphs (b) and paragraph (c) are received after 2:00 p.m., New York City, New York City 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 City 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 Warrant Agent 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.
Appears in 1 contract
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of each a Warrant shall have the right to purchase from the Company on or after the Effective Date (the "Exercisability Date") issue date of such Warrant and on or prior to the close of business on the Expiration Date one 12.482 fully paid, registered and non-assessable Share, at the purchase price nonassessable shares of $7.60 for each share purchased Common Stock (and any other securities or property purchasable or deliverable upon the exercise of the Warrants (the "Exercise Price"such Warrant as provided in Article V), in each case subject to adjustment in accordance with Article V hereof,, at the purchase price of $5.50 for each share purchased (the "Exercise Price"). The number of Shares for which a particular 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 office or agency maintained for that purpose by the Company pursuant to Section 1.10 (each a "Warrant Exercise Office") the Warrant Certificate evidencing such Warrants with the form of election to purchase exercise 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 1.08(i) hereofexercised. Each Warrant may be exercised only in whole.
(c) Simultaneously with the exercise of each Warrant, payment in full of the aggregate Exercise Price shall may be made in cash made, at the option of the holder, (i) by United States dollars or by certified or official bank check to check, (ii) by the surrender (which surrender shall be delivered to evidenced by cancellation of the office or agency where the number of Warrants represented by any Warrant Certificate is being surrendered. No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of presented in connection with a Warrant.
(dCashless Exercise) Upon such surrender of a Warrant Certificate or Warrants (represented by one or more Warrant Certificates), and without payment and collection of the Exercise Price at any in cash, for such number of Shares equal to the product of (1) the number of Shares for which such Warrant Exercise Office (other than any Warrant Exercise Office that also is an office exercisable with payment in cash of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The "aggregate Exercise Date" for a Warrant shall be Price as of the date when all of the items referred to in the first sentence of paragraphs (b) exercise and (c2) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m., New York City, New York time, on a Business Day and the exercise of the Warrants 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 all 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 time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.the
Appears in 1 contract
Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Warrant Agreement, a holder of each Warrant Holder shall have the right to purchase from the Company on or after the Effective Separation Date (the "Exercisability Date") and on or prior to the Expiration Date one ------------------- Date, up to 18.02885 fully paid, registered paid and non-assessable ShareWarrant Shares per each Warrant such Holder owns, at the purchase price of $7.60 for each share purchased upon the exercise of the Warrants (the "Exercise Price"), in each case subject to adjustment in accordance with Article V --------- hereof,., at the initial purchase price of $4.51 for each Warrant Share purchased, subject to adjustment in accordance with Article V hereof (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 or agency maintained for that purpose by the Company pursuant to Section 1.10 (each a "Warrant Exercise 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") 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, 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 1.08(i) 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 certified or official bank check payable to be the order of the Company, delivered to the office or agency where the Warrant Certificate is being surrenderedsurrendered or (ii) by delivery of Warrant Certificates pursuant to Section 2.2(d). No payment or adjustment Subject to the provisions of -------------- this Warrant Agreement, the rights represented by the Warrants shall be made on account exercisable at the election of the Holders thereof either in full at any dividends on the Shares issued upon exercise of a Warranttime or from time to time in part.
(dA) Upon the number of Warrant Shares issuable upon such surrender exercise of a Warrant Certificate and payment and collection of the Exercise Price at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered to the Certificates (or, if only a portion of such 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 Certificates are received by the Warrant Agent at or prior to 2:00 p.m.being exercised, New York City, New York time, on a Business Day and issuable upon the exercise of such portion) multiplied by
(B) the Warrants will be effective as of such Exercise Date. If any items referred to in quotient of:
(i) 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 all 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 time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void.difference of:
Appears in 1 contract