Exercise. Provided this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after the date of the Offer Notice, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effect.
Appears in 1 contract
Sources: Office Lease (Lightbridge Inc)
Exercise. Provided (a) Subject to Section 1, exercise of the purchase rights represented by this Lease shall then Warrant with respect to Warrant Shares may be made, in full force and effect and Tenant shall not be whole or in default hereunder beyond part, at any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days time or times on or after the date Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Offer Notice, Company as it may designate by notice in writing to the time registered Holder at the address of the giving of such notice to be Holder appearing on the books of the essence Company) of this Paragraph, in which event Landlord a duly completed and Tenant shall enter into executed copy of a amendment notice of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth exercise substantially in the Offerform attached hereto as Exhibit A (a “Notice of Exercise”). In The “Exercise Date” shall be the event that Tenant fails to accept the offer contained in the Offer Notice within date on which such 5 day period delivery shall have taken place (or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease taken place) unless a later date is specified in the Offer SpaceNotice of Exercise. Within two (2) Trading Days following the date of exercise as aforesaid, Landlord the Holder shall have deliver the absolute right to lease aggregate Exercise Price for the Offer Space to any other person shares specified in the applicable Notice of Exercise by wire transfer or entity cashier’s check drawn on any same terms and conditionsa United States bank; provided, however, in which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease event that the Offer Space on terms and conditions different from those contained in Holder has not delivered such aggregate Exercise Price within two (2) Trading Days following the Offerdate of such exercise as aforesaid, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord Company shall not be obligated to deliver possession such Warrant Shares hereunder until such payment is made. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Offer Space to Tenant if, prior to delivery of possession of Warrant Shares available hereunder and the Offer Space, Tenant shall be Warrant has been exercised in Default hereunder beyond any applicable notice and grace periodfull, in which case, the Holder shall surrender this Warrant to the Company for cancellation promptly after the relevant event shall have occurred. Partial exercises of this Warrant resulting in purchases of a portion of the rights total number of Tenant Warrant Shares available hereunder shall terminate have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases and the Holder may request that a new Warrant be issued to it representing the amount of no further force or effectUnderlying Shares not purchased and the Company shall promptly comply with such request. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Applied Digital Corp.)
Exercise. Provided this Lease shall then (a) Preferred Warrants in denominations of one or whole number multiples thereof may be in full force and effect and Tenant shall not be in default hereunder beyond exercised commencing at any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days time on or after the date of Initial Warrant Exercise Date, but not after the Offer NoticeWarrant Expiration Date, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the Offerapplicable Warrant Certificate. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant A Preferred Warrant shall be deemed to have waived its rights under this Paragraph been exercised immediately prior to lease the Offer Spaceclose of business on the Exercise Date, Landlord provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Preferred Warrant Agent for the account of the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Preferred Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Preferred Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Series 1 Preferred Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Series 1 Preferred Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Preferred Warrants have been exercised, the absolute right Preferred Warrant Agent on behalf of the Company shall cause to lease be issued to the Offer Space to any other person or entity on any persons entitled to receive the same, a Series 1 Preferred Stock certificate or certificates for the shares of Series 1 Preferred Stock deliverable upon such exercise, and the Preferred Warrant Agent shall deliver the same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer Spaceperson or persons entitled thereto. If Landlord Upon the exercise of any one or more Preferred Warrants, the Preferred Warrant Agent shall wish promptly notify the Company and the Representative in writing of such fact and of the number of securities delivered upon such exercise and, subject to lease subsection (b) below, shall cause all payments of an amount in cash or by check made payable to the Offer Space on terms and conditions different from those contained order of the Company, equal to the Purchase Price, to be deposited promptly in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding TenantCompany's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord bank account.
(b) The Company shall not be obligated to deliver possession issue any fractional share interests or fractional warrant interests upon the exercise of any Preferred Warrants, nor shall it be obligated to issue scrip in lieu of fractional interests. However, the Company shall pay the Registered Holder of any fractional warrant interest an amount in cash based upon the average of the Offer Space to Tenant if, prior to delivery high and low sales prices for the Series 1 Preferred Stock on the NASD Electronic Bulletin Board (or if applicable The NASDAQ Stock Market or an Exchange) during the ten day trading period immediately preceding the date of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectexercise.
Appears in 1 contract
Sources: Preferred Warrant Agency Agreement (Kids Stuff Inc)
Exercise. Provided this Lease shall then (a) Each Warrant may be in full force and effect and Tenant shall not be in default hereunder beyond exercised by the Registered Holder thereof at any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days time on or after the date of Initial Warrant Exercise Date, but not after the Offer NoticeWarrant Expiration Date, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate upon the terms and subject to the conditions set forth herein and in the Offerapplicable Warrant Certificate. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant A Warrant shall be deemed to have waived been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant, and promptly after clearance of checks received in payment of the Exercise Price pursuant to such Warrants, cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of Commonwealth or such other investment banks and brokerage houses as the Company shall approve, certificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or as the Company may direct in writing.
(b) The Registered Holder may, at its rights under option, exchange this Paragraph Warrant on a cashless basis, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (4)(b), by surrendering the Warrant Certificate at the principal office of the Company or at the office of its stock transfer agent, accompanied by an irrevocable notice stating such Registered Holder's intent to lease effect such exchange, the Offer Spacenumber of Warrant Shares to be exchanged and the date of the notice of such intent to exchange (the "Notice of Exchange"). The Registered Holder may send a Notice of Exchange to the Company prior to the Initial Warrant Exercise Date. The Warrant Exchange shall take place on the later of (i) the date the Notice of Exchange is received by the Company or (ii) the Initial Warrant Exercise Date (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, Landlord if applicable, a new warrant of like tenor evidencing the balance of the shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to the Registered Holder as soon as is reasonably practicable following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Registered Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock. Current market value shall have the absolute right to lease meaning set forth Section (10)(a) hereof, except that for purposes hereof, the Offer Space to date of exercise, as used in such Section (10)(a) hereof, shall mean the date of the Notice of Exchange.
(c) The holders of the Notes may at any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect time prior to the Offer Space. If Landlord shall wish to lease Maturity Date present the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant Notes to the terms of this section. Notwithstanding Tenant's acceptance Company in payment of the Offer pursuant to the terms Exercise Price of this Paragraph, Landlord shall not be obligated to deliver possession all or any portion of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectWarrants.
Appears in 1 contract
Exercise. Provided this Lease shall then Rights may be in full force and effect and Tenant shall not be in default hereunder beyond exercised at any applicable notice and grace period, Tenant may exercise its right to lease time during the Offer Space by written notice to Landlord within 5 days after the date of the Offer Notice, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate Offering Period upon the terms and conditions set forth in the OfferProspectus and in this Agreement.
(a) Rights may be exercised by completing and executing the exercise portion of the Subscription Certificate and delivering it to the Subscription Agent along with payment of the Subscription Price for the aggregate number of Common Shares subscribed prior to 5:00 p.m. Eastern Standard Time on the Expiration Date.
(b) A subscription will be accepted by the Subscription Agent if, prior to 5:00 p.m. Eastern Standard Time on the Expiration Date, the Subscription Agent has received full payment for the Common Shares and a notice of guaranteed delivery guaranteeing delivery of a properly completed and executed Subscription Certificate. In The Subscription Agent will not honor a notice of guaranteed delivery unless a properly completed and executed Subscription Certificate is received by the event Subscription Agent by the close of business on the third business day after the Expiration Date.
(c) The Subscription Price shall be paid in United States dollars, by: (i) bank draft drawn upon a United States bank or a postal, telegraphic or express money order payable to the Subscription Agent or (ii) wire transfer of funds to the account maintained by the Subscription Agent for such purpose: ___________________ Bank, ABA No. ____________, A/C __________________.
(d) Once a Registered Holder has exercised Rights, such exercise may not be revoked or rescinded.
(e) If a Registered Holder does not specify the number of Rights being exercised on the Subscription Certificate, or if the payment by the Registered Holder is not sufficient to pay the total purchase price for all of the Common Shares that Tenant fails to accept the offer contained in Registered Holder indicated on the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate Subscription Certificate, the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall Registered Holder will be deemed to have waived its rights under this Paragraph to lease exercised the Offer Space, Landlord shall have maximum number of Rights that could be exercised for the absolute right to lease amount of the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect payment that it delivered to the Offer Space. Subscription Agent.
(f) If Landlord shall wish the Registered Holder's payment exceeds the Subscription Price for all the Rights shown on its Subscription Certificate, its payment will be applied, until depleted, to lease the Offer Space on terms and conditions different from those contained subscribe for Common Shares in the Offerfollowing order: (i) to subscribe for the number of Common Shares, Landlord shall give Tenant a new Offer Noticeif any, that such Registered Holder indicated on the Subscription Certificate that it wished to purchase through its Basic Rights; (ii) to subscribe for Common Shares until its Basic Rights have been fully exercised and Tenant shall have the further right (iii) to accept the new Offer subscribe for additional Common Shares pursuant to such Registered Holder's Over-subscription Rights. Any excess payment remaining after the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant foregoing allocation will be returned to the terms of this ParagraphRegistered Holder as soon as practicable by mail, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force without interest or effectdeduction.
Appears in 1 contract
Sources: Subscription Agent Agreement (M Tron Industries Inc)
Exercise. Provided Upon exercise of this Lease Warrant, the Holder shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace periodpay to the Company an amount equal to the product of (x) the Exercise Price multiplied by (y) the total number of Warrant Shares purchased pursuant to this Warrant, Tenant may exercise its right by wire transfer or cashier's check payable to lease the Offer Space by written notice to Landlord within 5 days after the date order of the Offer Notice, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the OfferCompany. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant The Holder shall be deemed to have waived its rights under become the holder of record of, and shall be treated for all purposes as the record holder of, the Warrant Shares represented thereby (and such Warrant Shares shall be deemed to have been issued) immediately prior to the close of business on the date upon which this Paragraph to lease Warrant is exercised. Notwithstanding the Offer Spaceforegoing, Landlord the Holder shall have the absolute right to lease (the Offer Space to any other person or entity on any same terms and conditions"RIGHT OF CASHLESS EXERCISE"), at its election, in which case Tenant shall lieu of delivering the Exercise Price in cash, to instruct the Company in the Notice of Cashless Exercise to retain, in payment of the Exercise Price, that number of Warrant Shares that have no further rights with respect an aggregate Fair Market Value (as defined below) equal to the Offer SpaceExercise Price (the "PAYMENT SHARES") from the number of Warrant Shares as to which this Warrant is then being exercised. If Landlord In the event the Holder elects to exercise its Right of Cashless Exercise, the Holder shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer surrender this Warrant pursuant to the terms and conditions herein, together with the Notice of this sectionExercise attached hereto, duly executed, and the Payment Shares shall be deducted from the Warrant Shares to be delivered to the Holder. Notwithstanding Tenant's acceptance "FAIR MARKET VALUE" means, as of any date, (i) if Warrant Shares are listed on a national securities exchange, the average of the Offer pursuant to closing sale price per share therefor on the terms securities exchange on which the greatest average volume of this Paragraphsuch shares are traded over the last ten (10) trading days before such date, Landlord shall (ii) if such shares are listed on The Nasdaq National Market but not be obligated to deliver possession on any national securities exchange, the average of the Offer Space to Tenant if, prior to delivery of possession average of the Offer Spaceclosing bid and asked prices per share therefor over The Nasdaq National Market, Tenant shall be for the last ten (10) trading days before such date, (iii) if such shares are not listed on either a national securities exchange or The Nasdaq National Market, the average of the closing bid and asked prices per share therefor in Default hereunder beyond any applicable notice the over the counter market over the last twenty (20) trading days before such date or, (iv) if no such sales or bid and grace periodasked prices are available, the fair market value of the Company per share of outstanding Common Stock as of such date, as determined in which event good faith by the rights Board of Tenant hereunder shall terminate and be Directors of no further force or effectthe Company.
Appears in 1 contract
Exercise. Provided this Lease shall then be in full force (a) At any time after the CMI Share Delivery Date and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace perioduntil 5:00 p.m., Tenant New York City time, on the Expiration Date for a particular Warrant, a Holder may exercise such Warrant, on any Business Day, to purchase all or any part of the number of Shares then purchasable thereunder, at the stated Exercise Price. The Holder may exercise such Warrant, in whole or in part, by delivering to the Warrant Agent at the principal office of the Warrant Agent in Canton, Massachusetts or to the office of one of its right agents as may be designated by the Warrant Agent from time to lease time, the Offer Space following: (i) the corresponding Warrant Certificate, with the election to purchase form on the reverse side thereof duly completed and executed by the Holder or its agent or attorney, and (ii) payment of the Warrant Price (or a written notice instruction to Landlord within 5 days the Company from the Holder to satisfy payment of the Warrant Price pursuant to the procedures in Section 5.2(b)). As soon as practicable after the exercise of such Warrant, in whole or in part, the Warrant Agent shall promptly request that the Company cause CMI to have CMI’s transfer agent issue and deliver or register in the name of the Holder thereof or, subject to Section 6, as the Holder may direct, the number of duly authorized, validly issued, fully paid and nonassessable Shares to which the Holder shall be entitled upon such exercise plus, in lieu of any fractional Share to which the Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per Share on the Business Day immediately preceding the date of such exercise. Certificates for Warrant Shares purchased by exercise of a Warrant will be transmitted by CMI’s transfer agent to the Offer Notice, Holder by crediting the time account of the giving Holder’s prime broker with the Depositary Trust Company through its Deposit Withdrawal At Custodian (“DWAC”) system if CMI is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the notice of such notice to be exercise, payment of the essence Warrant Price and surrender of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the OfferWarrant Certificate. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant The Warrant Shares shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Noticebeen issued, and Tenant the Holder (or designee) shall have be deemed to be a holder of record of the further right Warrant Shares, as of the date a Warrant is exercised by payment of the Warrant Price (or if the Warrant Price is to accept the new Offer be satisfied pursuant to the terms procedures in Section 5.2(b), the date of this section. Notwithstanding Tenant's acceptance receipt by the Company from the Holder of written instruction to satisfy payment of the Offer Warrant Price pursuant to the terms of this Paragraphprocedures in Section 5.2(b)) and all taxes required to be paid by the Holder, Landlord shall not be obligated if any, pursuant to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant Section 5.3. Any certificates so delivered shall be in Default hereunder beyond such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive legend. If a Warrant shall have been exercised only in part, then the Warrant Agent shall request that the Company or its transfer agent, at the time of issuance of the Warrant Shares, deliver to the Holder a new Warrant Certificate of like tenor, calling in the aggregate on the face thereof for issuance of the number of Shares equal (without giving effect to any applicable notice and grace periodadjustment therein) to the number of such Shares called for on the face of the surrendered Warrant Certificate minus the number of such Shares so designated by such Holder upon such exercise as provided in this Section 5.2.
(b) In lieu of paying the Warrant Price in cash as provided in Section 5.2(a) above, in which event the rights Warrant Price may instead be satisfied by reducing the number of Tenant hereunder shall terminate and be Warrant Shares that would otherwise have been issued upon such exercise by the number of no further force or effectWarrant Shares that have an aggregate Market Price (determined as of the Business Day immediately preceding the date of exercise) equal to the Warrant Price that otherwise would have been paid.
Appears in 1 contract
Exercise. Provided this Lease The purchase rights represented by the Option may be Exercised by the Grantee, in whole or in part (in the case of partial exercises, the number of shares so purchased shall then be in full force allocated among the Shareholders on a pro rata basis, but not as to less than a whole share of Common Stock), at any time, and effect from time to time, during the period commencing on the date hereof, and Tenant continuing for ten (10) Business Days following the date that the “E” is removed from the Company’s current stock symbol “LVPTE,” (the "Option Period"), as follows; provided, however, that the Option Period shall not be in default hereunder beyond terminate on any applicable notice and grace period, Tenant may exercise its right date that the Company’s common stock is not quoted on the OTC Bulletin Board of the Financial Industry Regulatory Authority :
(a) The Grantee shall deliver to lease the Offer Space by Escrow Agent a written notice of its election to Landlord within 5 days after Exercise the date Option (“Exercise Notice”), together with: (i) the original Option, with the Purchase Form annexed thereto (the “Purchase Form”) completed to specify (A) the number of Option Shares for which the Grantee is exercising the Option (the “Purchased Shares”), and (B) the applicable Exercise Price, and (ii) cash or a certified check or bank draft in the amount of the Offer Aggregate Exercise Price. In order for such Exercise to be effective as of a particular date, the Exercise Notice must be delivered by the Grantee to the Escrow Agent by 5:00 p.m., Mountain Standard Time.
(b) The Escrow Agent shall, as soon as practicable after receipt of an Exercise Notice, effectuate the time proper: (i) distribution of the giving of such notice Aggregate Exercise Price to be the Shareholders on a pro rata basis, and (ii) release the Purchased Shares to the Grantee.
(c) The Shareholders and ▇▇▇▇▇▇ acknowledge that, upon the Grantee’s exercise of the essence Option in an amount that is sufficient to give it a majority of this Paragraphthe Company’s outstanding shares of common stock, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord Grantee shall have the absolute right to lease place its designees on the Offer Space Company’s Board of Directors and the Shareholders and ▇▇▇▇▇▇ further agree to any other person use their best efforts to facilitate the preparation of such documentation as may be necessary or entity on any same terms and conditions, advisable in which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectregard.
Appears in 1 contract
Exercise. Provided this If Tenant desires to exercise an Extension Option, it shall send notice thereof (an “Extension Notice”) to Landlord no more than three hundred (300) nor less than two hundred seventy (270) calendar days prior to the expiration of the Term or Extension Renewal Term of the Lease then in effect. Landlord and Tenant shall endeavor in good faith to determine the Prevailing Rental Rate within thirty (30) calendar days after Landlord’s receipt of Tenant’s Extension Notice. If they cannot agree within thirty (30) calendar days, each shall appoint an appraiser who shall arrive at an estimate of the Prevailing Rental Rate within thirty (30) calendar days. If such estimates are within five percent (5%) of each other, the average of the two shall be the new Base Rent for the Extension Renewal Term. If the estimates are more than five percent (5%) apart, each appraiser shall select a third appraiser within five (5) calendar days or, if they fail to do so, Landlord shall select a third appraiser. The third appraiser shall prepare an estimate of the Prevailing Rental Rate as provided above within thirty (30) calendar days and the two closest of the three estimates shall be averaged to determine the new Base Rent for the new Extension Renewal Term. No later than one hundred fifty (150) calendar days prior to the expiration of the Term then in effect, Landlord and Tenant shall execute an amendment to the Lease (an “Extension Amendment”) stating the new Base Rent and expiration date of the Lease Term. If such an Extension Amendment is not fully executed for any reason as provided above, the Term shall not be in full force extended and effect and all Extension Option(s) hereunder shall terminate. Notwithstanding the foregoing, Tenant shall not be entitled to extend this Lease if an uncured Event of Default has occurred under any term or provision contained in default hereunder beyond any applicable notice and grace periodthe Lease or a condition exists which with the passage of time or the giving of notice, Tenant may exercise its right or both, would constitute an Event of Default pursuant to lease the Offer Space by written notice to Landlord within 5 days after Lease as of the date of exercise of this Extension Option. The rights contained in this Addendum shall be personal to the Offer Noticeoriginally named Tenant and may be exercised only by the originally named Tenant and any Related Entity (and not any other assignee, sublessee or other Transferee of Tenant’s interest in this Lease) and only if the time originally named Tenant or Related Entity occupies the entire Premises as of the giving of such notice to be of date it exercises the essence of this Paragraph, Extension Option in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights accordance with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this sectionAddendum. Notwithstanding Tenant's acceptance If Tenant properly exercises the Extension Option and is not in default under this Lease at the end of the Offer pursuant initial Term of the Lease, the Term, as it applies to the terms of this Paragraphentire Premises then leased by Tenant, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be extended for the Extension Renewal Term and the Base Year shall be included among the factors considered in Default hereunder beyond any applicable notice and grace period, in which event determining the rights of Tenant hereunder shall terminate and be of no further force or effectPrevailing Rental Rate.
Appears in 1 contract
Exercise. Provided (a) For purposes of this Lease Option Agreement, the Option Shares shall then be deemed "Nonvested Shares" unless and until they have become "Vested Shares." Notwithstanding anything to the contrary contained in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after the date Section 6(c) of the Offer NoticePlan and subject to the provisions of Section 2(c) hereof, the time Option Shares shall become Vested Shares and shall become exercisable only upon the achievement of the giving annual performance targets set forth on Exhibit A attached hereto. Twenty percent (20%) of the Option Shares shall become Vested Shares in accordance with the terms of the Plan upon the achievement of each annual performance target; provided, however, that if for any annual period the Equity Value Target for such period is not met, the number of Option Shares that would have become Vested Shares had such Equity Value Target been met shall nevertheless become Vested Shares upon the achievement in any subsequent period of such notice to be of the essence of this ParagraphEquity Value Target. In addition, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept any future Equity Value Target is met in any annual period, the offer contained number of Option Shares that would have become Vested Shares upon the achievement of such future Equity Value Target in such subsequent annual period shall become Vested Shares upon the achievement of such future Equity Value Target in the Offer Notice earlier annual period regardless of whether the Equity Value Target for such future annual period is actually achieved in such future annual period.
(b) Determinations with respect to whether an applicable annual Equity Value Target has been achieved (and the accompanying computations of EBITDA and Net Consolidated Debt) shall be made by the Board of Directors or the Option Committee within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 30 days after approval by the Board of Directors (or other appropriate committee thereof) of the Company's audited financial statements for the applicable fiscal year, and shall be final and binding on the Company and the Optionee absent manifest error. Until such Amendment determination has been delivered to Tenantmade, Tenant no Option Shares shall be deemed to have waived its rights under this Paragraph be Vested Shares for any purposes hereunder (including for purposes of determining whether any Options may be exercised in connection with any termination of employment that occurred prior to lease the Offer Spacedate of determination).
(c) Upon (i) the occurrence of a Change of Control or (ii) your termination without Cause after the execution of a definitive agreement which, Landlord upon consummation, would result in a Change of Control, irrespective of whether the annual performance targets set forth on Exhibit A were achieved prior to the Change of Control Date (as defined in Exhibit A), your Nonvested Shares shall have become exercisable only as follows: Twenty Percent (20%) of the absolute right to lease Nonvested Shares shall become Vested Shares for each fiscal year in which the Offer Space to any other person Change of Control Equity Value (as defined in Exhibit A) equals or entity on any same terms and conditionsexceeds the Equity Value Target for such fiscal year. In addition, in which case Tenant the event that the Change of Control Equity Value exceeds an Equity Value Target for a particular fiscal year but does not equal the Equity Value Target for the next succeeding fiscal year, an additional twenty percent (20%) of your Unvested Shares shall have no further rights become Vested Shares. For example, if (i) a Change of Control occurs during the fiscal year ended December 31, 2004, (ii) the Change of Control Equity Value on the Change of Control Date was $750 million and (iii) none of your Option Shares had previously become Vested Shares in accordance with respect Section 2(a) hereof, eighty percent (80%) of your Option Shares would become Vested Shares and the remaining twenty percent (20%) would constitute Unvested Shares.
(d) Subject to the Offer Space. If Landlord shall wish to lease the Offer Space on terms relevant provisions and conditions different from those limitations contained herein and in the OfferPlan, Landlord you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Option Agreement. In no event shall give Tenant you be entitled to exercise the Option for a new Offer Noticefraction of a Vested Share.
(e) The unexercised portion of the Option, if any, will automatically, and Tenant shall have without notice, terminate and become null and void upon the further right to accept expiration of ten (10) years from the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance Grant Date.
(f) Any exercise by you of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant Option shall be in Default hereunder beyond any applicable notice writing addressed to the Secretary of the Company at its principal place of business (a copy of the form of exercise to be used will be available upon written request to the Secretary), and grace periodshall be accompanied by a certified or bank check payable to the order of the Company in the full amount of the Exercise Price of the shares so purchased, or in which event such other manner as described in the rights of Tenant hereunder shall terminate Plan and be of no further force or effectestablished by the Committee.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Home Interiors & Gifts Inc)
Exercise. Provided this Lease shall then Subject to the provisions of Sections 4, 7 and 8, the Warrants, when evidenced by a Warrant Certificate, may be exercised at the price per share set forth on the face thereof (the "Exercise Price") in full force and effect and Tenant shall not be whole or in default hereunder beyond any applicable notice and grace periodpart, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after commencing on the date of issuance (the Offer Notice"Initial Exercise Date") and terminating on the date three years later, unless extended by the time Company's Board of Directors (the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer"Exercise Period"). In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant A Warrant shall be deemed to have waived its rights under this Paragraph been exercised immediately prior to lease the Offer Spaceclose of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with payment to the Warrant Agent at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Landlord shall have ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, (the absolute right to lease "Corporate Office") or such other place as designated by the Offer Space to any other person or entity on any same terms and conditionsCompany, in which case Tenant shall have no further rights with respect cash or by official bank or certified check, of an amount equal to the Offer Spaceaggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 4 have been satisfied as of the Exercise Date. If Landlord any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall wish request written instructions from the Company as to lease whether to return the Offer Space on terms Warrant and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant pertinent Exercise Price to the terms of this sectionexercising Registered Holder or to hold the same until all such conditions have been satisfied. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord The Company shall not be obligated to deliver possession issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the Offer Space to Tenant if, aggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the pertinent Exercise Price to be promptly made to the order of the Company. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into a segregated account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of possession exercised share certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for the Company's use during the exercise periods. A complete accounting will be made by the Warrant Agent to the Company concerning all persons exercising Warrants, the number of shares issued and the amounts paid at the completion of the Offer SpaceExercise Period. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, Tenant and the Company shall not be in Default hereunder beyond affected by any applicable notice and grace period, in which event to the contrary. The Warrants shall not entitle the holder thereof to any of the rights of Tenant hereunder shareholders or to any dividend declared on the Common Stock unless the holder shall terminate have exercised the Warrants and be purchased the shares of no further force Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to such dividend or effectother right.
Appears in 1 contract
Exercise. Provided Subject to the conditions set forth herein, this Lease shall then be in full force Warrant is exercisable at any time on or after March 1, 2002 and effect and Tenant shall not be in default hereunder beyond prior to the Expiration Date with respect to all or any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after the date part of the Offer Notice, the time shares of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions Common Stock set forth in the Offer. In the event first paragraph of this Warrant; provided, that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Warrant shall not be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights exercisable with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained any such shares of Common Stock if a Qualified Initial Public Offering (as defined in the OfferCertificate of Designations establishing and fixing the rights and preferences of the Company's Series A Convertible Preferred Stock) shall have been consummated prior to March 1, Landlord 2002. Any unexercised portion of this Warrant shall give Tenant terminate on the Expiration Date. The Company agrees that the shares of Common Stock purchased under this Warrant shall be, and are deemed to be, issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which (a) this Warrant shall have been surrendered, properly endorsed, (b) the completed, executed Form of Subscription and Form of Investment Representation, if applicable, shall have been delivered and (c) full payment of the Stock Purchase Price in respect of such exercise shall have been made in cash or check for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company's expense promptly after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares of Common Stock which may be purchased under this Warrant, the Company shall cancel this Warrant and promptly execute and deliver a new Offer Notice, and Tenant shall have Warrant or Warrants of like tenor for the further right to accept balance of the new Offer pursuant shares of Common Stock purchasable under the Warrant surrendered upon such purchase to the terms Holder hereof. Each certificate for shares of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant Common Stock so delivered shall be in Default hereunder beyond any applicable notice such denominations of Common Stock as may be requested by the Holder hereof and grace period, shall be registered in which event the rights name of Tenant hereunder shall terminate and be of no further force or effectsuch Holder.
Appears in 1 contract
Exercise. Provided this Lease (a) Each Class A Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Class A Warrant Exercise Date, but not after the Class A Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Class A Warrant Certificate. A Class A Warrant shall then be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Class A Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Class A Warrant and shall notify the Company in full force writing of the exercise of the Class A Warrants. Promptly following, and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord event within 5 five days after the date of such notice from the Offer NoticeWarrant Agent, the time Warrant Agent, on behalf of the giving Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Class A Warrants of the Registered Holder), unless prior to the date of issuance of such notice certificates the Company shall instruct the Warrant Agent to be refrain from causing such issuance of certificates pending clearance of checks received in payment of the essence Purchase Price pursuant to such Class A Warrants. Upon the exercise of this Paragraphany Class A Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Class A Warrant (the "Class A Warrant Proceeds") to the Company or as the Company may direct in which event Landlord and Tenant shall enter into a amendment writing, subject to the provisions of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. Section 4 hereof.
(b) In the event that Tenant fails Class A Warrants have not been exercised or redeemed on or before the Class A Warrant Expiration Date, the Company promptly shall issue to accept the offer contained Registered Holders of such Class A Warrants shares of Common Stock in exchange for such expired Class A Warrants in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer Spaceratio of one (1) share of Common Stock for each one thousand (1000) expired Class A Warrants. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord The Company shall not be obligated required to deliver possession issue fractions of the Offer Space shares of Common Stock and shall not be required to Tenant if, prior to delivery pay cash in lieu thereof under this paragraph (b) in respect of possession amounts of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectClass A Warrants less than one thousand (1000).
Appears in 1 contract
Exercise. Provided this Lease (a) A WARRANT shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace periodexercisable only by the registered HOLDER surrendering it, Tenant may exercise its right to lease together with the Offer Space by written notice to Landlord within 5 days after the date of the Offer Notice, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions subscription form set forth in the OfferWARRANT duly executed, accompanied by payment, in full, in lawful money of the United States, of the Warrant Exercise Price for each full share of the COMPANY's Common Stock ("Share") as to which the WARRANT is exercised, to the Warrant Agent. In The Warrant Agent is the event that Tenant fails COMPANY's Transfer Agent, Olde Monmouth Stock Transfer Co., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. The COMPANY shall give notice to accept the offer contained registered HOLDERS of WARRANTS of any change in the Offer Notice within such 5 day period address of, or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days designation of, its Warrant Agent
(b) A WARRANT may be exercised wholly or in part. If a WARRANT is only exercised in part, a new WARRANT for the number of Shares as to which the WARRANT shall not have been exercised shall be issued to the registered HOLDER.
(c) As soon as practicable after the exercise of any WARRANT, the COMPANY shall issue to or upon the order of the registered HOLDER a certificate or certificates for the number of full Shares which he is entitled, registered in such Amendment has name or names as may be directed by him.
(d) All Shares issued upon exercise of a WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the issue thereof and all costs of issuance. However, the registered HOLDER shall pay all taxes imposed in connection with any transfer, even if involved in an issue of a certificate, and the COMPANY shall not be required to issue or deliver any stock certificate in such case until the tax shall have been delivered to Tenant, Tenant paid.
(e) Each person in whose name any such certificate for Shares is issued shall for all purposes be deemed to have waived its rights under this Paragraph to lease become the Offer Spaceholder of record of such shares on the date on which the WARRANT was surrendered and payment of the Warrant Exercise Price and applicable taxes was made, Landlord shall have irrespective of the absolute right to lease date of delivery of such certificate, except that, if the Offer Space to any other date of such surrender and payment is a date when the stock transfer books of the COMPANY are closed, the person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect persons entitled to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant receive Shares upon such exercise shall be in Default hereunder beyond any applicable notice considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open and grace period, in shall be entitled to receive only dividends or distributions which event the rights are payable to holders of Tenant hereunder shall terminate and be of no further force or effectrecord after that date.
Appears in 1 contract
Sources: Independent Directors Warrant Agreement (Global Resource CORP)
Exercise. Provided Subject to the terms hereof, the Warrants, evidenced by this Lease shall then Warrant Certificate, may be exercised at the Exercise Price in full force whole or in part and effect and Tenant shall not be in default hereunder beyond at any applicable notice and grace period, Tenant may exercise its right to lease time during the Offer Space by written notice to Landlord within 5 days after period (the "Exercise Period") commencing on the date hereof and terminating at the close of business on June 30, 2004 (the Offer Notice, "Expiration Date"). The Exercise Period may be extended by the time Company's Board of the giving of such notice to be of the essence of this Paragraph, Directors in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offerits sole discretion. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant A Warrant shall be deemed to have waived been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender to the Company at its rights under principal offices of this Paragraph Warrant Certificate with the exercise form attached hereto executed by the Registered Holder and accompanied by payment to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditionsCompany, in which case Tenant shall have no further rights with respect cash or by official bank or certified check, of an amount equal to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained aggregate Exercise Price, in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance lawful money of the Offer pursuant United States of America. The person entitled to receive the terms Shares issuable upon exercise of this Paragraph, Landlord a Warrant or Warrants ("Warrant Shares") shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. The Company shall not be obligated to deliver possession issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash with respect thereto, and such right to a fractional share shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the Offer Space to Tenant if, prior to delivery aggregate number of possession full shares issuable on such exercise. The Company may deem and treat the Registered Holder of the Offer SpaceWarrants at any time as the absolute owner thereof for all purposes, Tenant and the Company shall not be in Default hereunder beyond affected by any applicable notice and grace period, in which event to the contrary. The Warrants shall not entitle the Registered Holder thereof to any of the rights of Tenant hereunder shareholders or to any dividend declared on the Shares unless the Registered Holder shall terminate have exercised the Warrants and be thereby purchased the Warrant Shares prior to the record date for the determination of no further force holders of Shares entitled to such dividend or effectother right.
Appears in 1 contract
Sources: Debt Conversion Agreement (Syndicated Food Service International Inc)
Exercise. Provided this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right Subject to lease the Offer Space by written notice to Landlord within 5 days after the date of the Offer Noticeterms hereof, the Warrants evidenced by this Warrant Certificate may be exercised at the Exercise Price in whole or in part at any time during the period (the "Exercise Period") commencing on June 18, 1997 and terminating at 5:00 p.m., Central standard time, on April 30, 2002 (the "Expiration Date"). The Exercise Period may be extended by the Company's Board of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the OfferDirectors. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant A Warrant shall be deemed to have waived been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender to the Company at its rights under principal offices of this Paragraph Warrant Certificate with the exercise form attached hereto completed and executed by the Registered Holder and accompanied by payment to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditionsCompany, in cash or by check (which case Tenant shall have no further rights with respect be accepted subject to collection), of an amount equal to the Offer Spaceaggregate Exercise Price for the Warrants being exercised, in lawful money of Canada. If Landlord The person entitled to receive the Shares issuable upon exercise of a Warrant or Warrants ("Warrant Shares") shall wish to lease be treated for all purposes as the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms holder of this section. Notwithstanding Tenant's acceptance such Warrant Shares as of the Offer pursuant to close of business on the terms of this Paragraph, Landlord Exercise Date. The Company shall not be obligated to deliver possession issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of the Offer Space any Warrant or scrip or cash with respect thereto, and such right to Tenant if, prior to delivery of possession of the Offer Space, Tenant a fractional share shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Promptly, and in any event within ten business days after the Exercise Date, the Company shall cause to be issued and delivered to the person or effect.persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the Registered
Appears in 1 contract
Exercise. Provided this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after the date of the Offer Notice, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails Each Tag Along Offeree desiring to accept the offer contained in the Offer Tag Along Notice within shall send a written commitment to the Proposed Seller specifying the number of Securities (not in any event to exceed the Sale Percentage of the total number of Securities held by such 5 day period or fails Tag Along Offeree) which such Tag Along Offeree desires to execute an Amendment modifying this Lease to incorporate the terms and conditions contained have included in the Offer Sale within 5 five (5) business days after the effectiveness of the Tag Along Notice (each a "PARTICIPATING SELLER"). Each Tag Along Offeree who has not so accepted such Amendment has been delivered to Tenant, Tenant offer shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person all of his or entity on any same terms and conditions, in which case Tenant shall have no further her rights with respect to the Offer SpaceSale, and the Proposed Seller and the Participating Sellers shall thereafter be free to Sell to the Proposed Buyer, at a price no greater than 110% of the maximum price set forth in the Tag Along Notice and otherwise on terms not more favorable in any material respect to them than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Offerees. If Landlord If, prior to consummation, the terms of such proposed Sale shall wish change with the result that the price shall be greater than 110% of the maximum price set forth in the Tag Along Notice or the other terms shall be more favorable in any material respect than as set forth in the Tag Along Notice, it shall be necessary for a separate Tag Along Notice to lease have been furnished, and the Offer Space terms and provisions of this Section 6 separately complied with, in order to consummate such proposed Sale pursuant to this Section 6. The acceptance of each Participating Seller shall be irrevocable except as hereinafter provided, and each such Participating Seller shall be bound and obligated to Sell in the Sale such number of Securities as such Participating Seller shall have specified in such Participating Seller's written commitment on the same terms and conditions different from those contained (subject to all of the provisions of this Agreement), with respect to each Security Sold, as the Proposed Seller shall sell each Security in the OfferSale, Landlord and, in the case of Options, have the opportunity to either (i) exercise such Options (if then exercisable) and participate in such Sale as holders of Common Stock issuable upon such exercise or (ii) upon the consummation of the Sale, receive in exchange for such Options (to the extent exercisable at the time of such Sale) consideration equal to the amount (if greater than zero) determined by multiplying (1) the same amount of consideration per Share received by the holders of the Common Stock in connection with the Sale less the exercise price per share of such Option by (2) the number of shares of Common Stock issuable upon exercise of such Option. In the event the Proposed Seller shall give Tenant be unable (otherwise than by reason of the circumstances described in Section 6.2) to obtain the inclusion in the Sale of all Securities which the Proposed Seller and each Participating Seller desires to have included in the Sale (as evidenced in the case of the Proposed Seller by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller's written commitment), the number of Securities to be sold in the Sale by the Proposed Seller and each Participating Seller shall be reduced on a new Offer Noticepro rata basis according to the proportion which the number of Securities which each such Seller desires to have included in the Sale bears to the total number of Securities desired by all such Sellers to have included in the Sale. If at the end of the one hundred eightieth (180th) day following the date of the effectiveness of the Tag Along Notice the Proposed Seller has not completed the Sale as provided in the foregoing provisions of this Section 6.1, each Participating Seller shall be released from his obligations under his written commitment, the Tag Along Notice shall be null and void, and Tenant it shall be necessary for a separate Tag Along Notice to have been furnished, and the further right terms and provisions of this Section 6 separately complied with, in order to accept the new Offer consummate such Sale pursuant to this Section 6, unless the failure to complete such Sale resulted from any failure by any Tag Along Offeree to comply in any material respect with the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectSection 6.
Appears in 1 contract
Sources: Stockholders Agreement (Freedom Securiteis Corp /De/)
Exercise. Provided If the ESOP Trustee (A) furnishes the Drag-Along Notice to each Participating Drag-Along Seller in accordance with this Lease Section 2.4 and (B) consummates the Drag-Along Sale described in the Drag-Along Notice, then each Participating Drag-Along Seller shall then be obligated to sell in full force the Drag-Along Sale all of the Shares Beneficially Owned by such Participating Drag-Along Seller on the same terms and effect and Tenant conditions with respect to each Share sold as the ESOP Trustee shall sell each of its Shares; provided, however, that
(i) if the Participating Drag-Along Seller is a Warrant Holder, such Warrant Holder will not be in default hereunder beyond any applicable notice and grace period, Tenant may required to exercise its right Warrants prior to lease the Offer Space by written notice to Landlord within 5 days after the date closing of the Offer NoticeDrag-Along Sale in order to participate in the Drag-Along Sale but may instead exercise its Warrants simultaneously with the closing of the Drag-Along Sale. To the extent of the cash to be received by such Warrant Holder in the Drag-Along Sale, the time Warrant Holder may direct that the Drag-Along Purchaser pay up to the aggregate exercise price for the Warrants being exercised by the Warrant Holder to the Company in lieu of paying such amount to such Warrant Holder, with the giving of Company applying such notice amounts received by it from the Drag-Along Purchaser as payment for the exercise price for the Warrants being exercised (the cashless exercise option may also be elected, which will result in fewer underlying Shares being subject to be of the essence Drag-Along Sale);
(ii) For purposes of this ParagraphSection 2.4(a) and Section 2.4(b), in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails with respect to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant each Share sold shall be deemed to have waived include all direct and indirect consideration paid to the ESOP Trustee and its rights under Affiliates and any Participant in any respect related to or in connection with the Drag-Along Sale; and
(iii) Upon the written request of the ESOP Trustee, but subject to this Paragraph Section 2.4, each Participating Drag-Along Seller shall (x) consent to, vote for and raise no objections to lease the Offer SpaceDrag-Along Sale or the process pursuant to which the Drag-Along Sale was arranged and (y) waive any dissenters’, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms appraisal and conditions, in which case Tenant shall have no further similar rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectthereto.
Appears in 1 contract
Sources: Stockholders’ Agreement (Washington Consulting, Inc.)
Exercise. Provided this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after the date of the Offer Notice, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails Each Tag Along Offeree desiring to accept the offer contained in the Offer Tag Along Notice within shall send a written commitment to the Selling Holder specifying the number of shares of KMOC Common Stock (not in any event to exceed the Sale Percentage of the total number of shares of Common Stock Beneficially Owned (on a fully diluted basis) by such 5 day period or fails Tag Along Offeree) which such Tag Along Offeree desires to execute an Amendment modifying this Lease to incorporate the terms and conditions contained have included in the Offer Sale within 5 thirty (30) days after the effectiveness of the Tag Along Notice (each a "Participating Seller"). Each Tag Along Offeree who has not so accepted such Amendment has been delivered to Tenant, Tenant offer shall be deemed to have waived all of its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer SpaceSale, and the Selling Holder and the Participating Sellers, if any, shall thereafter be free to sell to the Tag Along Purchaser, at a price no greater than the purchase price set forth in the Tag Along Notice and otherwise on terms not more favorable in any material respect to them than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Offerees. If Landlord If, prior to consummation, the terms of such proposed Sale shall wish change with the result that the price shall be greater than the maximum price set forth in the Tag Along Notice or the other terms shall be more favorable to lease a Participating Seller in any material respect than as set forth in the Offer Space Tag Along Notice, it shall be necessary for a separate Tag Along Notice to have been furnished, and the terms and provisions of this Section 7 separately complied with, in order to consummate such proposed Sale pursuant to this Section 7; provided, however, that in the case of such a separate Tag Along Notice, the applicable period referred to in Section 7.1 shall be 20 days and the applicable period referred to above in this Section 7.2 shall be 15 days. The acceptance of each Participating Seller shall be irrevocable except as hereinafter provided, and each such Participating Seller shall be bound and obligated to sell its shares in the Sale, on the same terms and conditions different from those contained specified in the OfferTag Along Notice as the Selling Holder, Landlord such number of shares of KMOC Common Stock as such Participating Seller shall give Tenant have specified in such Participating Seller's written commitment. In the event the Selling Holder shall be unable to obtain the inclusion in the Sale of all shares of KMOC Common Stock which the Selling Holder and each Participating Seller desires to have included in the Sale (as evidenced in the case of the Selling Holder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller's written commitment) the number of shares to be sold in the Sale by the Selling Holder and each Participating Seller shall be reduced on a new Offer Noticepro rata basis according to the Proportion which the number of shares which each such Seller desires to have included in the Sale bears to the total number of shares desired by all such Sellers to have included in the Sale. If at the end of the ninetieth (90th) day following the date of the effectiveness of the Tag Along Notice the Selling Holder has not completed the Sale as provided in the foregoing provisions of this Section 7, each Participating Seller shall be released from his or her obligations under his or her written commitment, the Tag Along Notice shall be null and void, and Tenant it shall be necessary for a separate Tag Along Notice to have been furnished, and the further right terms and provisions of this Section 7 separately complied with, in order to accept the new Offer consummate such Sale pursuant to this Section 7, unless the failure to complete such Sale resulted from any failure by any Tag Along Offeree to comply in any material respect with the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectSection 7.
Appears in 1 contract
Sources: Voting and Transfer Agreement (Khanty Mansiysk Oil Corp)
Exercise. Provided (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Lease Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may only be exercised as to vested Warrant Shares, and shall then be vest and become exercisable as follows: in twelve (12) consecutive equal monthly amounts at the end of each calendar month starting April 30, 2013 such that all Warrant Shares are vested in full force on March 31, 2014 (the “Fully Vested Date”), unless the Agreement dated April 13, 2010 by and effect among Prof. Avi Israeli, the Registered Holder and Tenant the Company (the “Agreement”) is terminated prior to the Fully Vested Date, in which case no further Warrant Shares shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days vest on or after the date of such termination. Upon termination of the Offer NoticeAgreement vesting shall cease and the Registered Holder shall be entitled to exercise this Warrant only with respect to the portion of the Warrant Shares that shall have vested prior to the date of termination of the Agreement, rounded to the nearest number without decimal. The Warrant shall be valid until and may be exercised only on or before the earliest of the following: (i) immediately prior to a sale of all or substantially all of the shares of the Company in a merger and/or acquisition transaction; (ii) the Expiration Date; or (iii) six (6) months following the termination of the Agreement. Immediately after such date all unexercised Warrant Shares shall expire and be forfeited, and this Warrant shall terminate.
(b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the time numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the giving Exercise Date. The Fair Market Value per share of such notice Common Stock shall be determined as follows:
(i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the essence high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).
(ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Paragraph, in which event Landlord and Tenant Warrant pursuant to this subsection 1(b) shall enter into a amendment be delayed until such determination is made.
(c) Each exercise of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Warrant shall be deemed to have waived its rights under been effected immediately prior to the close of business on the day on which this Paragraph to lease the Offer Space, Landlord Warrant shall have been surrendered to the absolute right Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to lease have become the Offer Space holder or holders of record of the Warrant Shares represented by such certificates.
(d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect adjustment therein) to the Offer Space. If Landlord shall wish to lease number of such shares called for on the Offer Space on terms and conditions different from those contained face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer Purchase Price payable upon such exercise pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectsubsection 1(b) above.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Brainstorm Cell Therapeutics Inc.)
Exercise. Provided this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after the date of the Offer Notice, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails Each Tag Along Offeree desiring to accept the offer contained in the Offer Tag Along Notice within shall send a written commitment to the Selling Holder specifying the number of shares of KMOC Common Stock (not in any event to exceed the Sale Percentage of the total number of shares of Common Stock Beneficially Owned, on a fully diluted basis, by such 5 day period or fails Tag Along Offeree) which such Tag Along Offeree desires to execute an Amendment modifying this Lease to incorporate the terms and conditions contained have included in the Offer Sale within 5 thirty (30) days after the effectiveness of the Tag Along Notice (each a "Participating Seller"). Each Tag Along Offeree who has not so accepted such Amendment has been delivered to Tenant, Tenant offer shall be deemed to have waived all of its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer SpaceSale, and the Selling Holder and the Participating Sellers shall thereafter be free to sell to the Tag Along Purchaser, at a price no greater than the purchase price set forth in the Tag Along Notice and otherwise on terms not more favorable in any material respect to them than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Offerees. If Landlord If, prior to consummation, the terms of such proposed Sale shall wish change with the result that the price shall be greater than the maximum price set forth in the Tag Along Notice or the other terms of such Sale shall be more favorable to lease a Selling Holder in any material respect than as set forth in the Offer Space Tag Along Notice, it shall be necessary for a separate Tag Along Notice to have been furnished, and the terms and provisions of this Article V separately complied with, in order to consummate such proposed Sale pursuant to this Article V; provided, however, that in the case of such a separate Tag Along Notice, the applicable period referred to in Section 5.1 shall be 20 days and the applicable period referred to above in this Section 5.2 shall be 15 days. The acceptance of each Participating Seller shall be irrevocable except as hereinafter provided, and each such Participating Seller shall be bound and obligated to sell in the Sale the number of shares which it specified in its written commitment, on the same terms and conditions different from those contained specified in the OfferTag Along Notice. In the event the Selling Holder shall be unable to obtain the inclusion in the Sale of all shares of KMOC Common Stock which the Selling Holder and each Participating Seller desire to have included in the Sale (as evidenced in the case of the Selling Holder by the Tag Along Notice and in the case of each Participating Seller, Landlord by its written commitment), the number of shares to be sold in the Sale by the Selling Holder and each Participating Seller shall give Tenant be reduced on a new Offer pro rata basis according to the proportion which the number of shares which each such seller desires to have included in the Sale bears to the total number of shares desired by all such sellers to have included in the Sale. If at the end of the ninetieth (90th) day following the date of the effectiveness of the Tag Along Notice, the Selling Holder has not completed the Sale as provided in the foregoing provisions of this Article V, each Participating Seller shall be released from its obligations under its written commitment, the Tag Along Notice shall be null and Tenant void, and it shall be necessary for a separate Tag Along Notice to have been furnished, and the further right terms and provisions of this Article V separately complied with, in order to accept the new Offer consummate such Sale pursuant to this Article V, unless the failure to complete such Sale resulted from any failure by any Tag Along Offeree to comply in any material respect with the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effect.Article V.
Appears in 1 contract
Exercise. Provided The Holder may exercise this Lease Warrant at any time and from time to time during the period from the Initial Exercise Date to the Expiration Date for all or any part of the Warrant Shares (but not for a fraction of a share) that may be purchased hereunder, as that number may be adjusted pursuant to Section 3 of this Warrant. The Company agrees that the Warrant Shares purchased under this Warrant shall then be and are deemed to be issued to the Holder hereof as the record owner of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, the completed and executed Form of Subscription delivered, and payment made for such Warrant Shares (such date, a “Date of Exercise”). Certificates for the Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense as soon as practicable after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the Warrant Shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver to the Holder hereof within a reasonable time a new Warrant or Warrants of like tenor for the balance of the Warrant Shares purchasable under the Warrant surrendered upon such purchase. Each stock certificate so delivered shall be registered in full force the name of such Holder and effect and Tenant issued with a legend in substantially the form of the legend placed on the front of this Warrant. Notwithstanding anything set forth herein, this Warrant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after the date of the Offer Notice, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights exercisable with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained minimum number of Warrant Shares as will result in the OfferHolder (together with its affiliates) owning, Landlord shall give Tenant a new Offer Noticeholding or beneficially owning more than 9.99% of the outstanding Common Stock (the “Ownership Limit”), and Tenant at any time, and from time to time, if the Holder (together with its affiliates) owns, holds or beneficially owns a percentage less than the Ownership Limit, then this Warrant shall thereafter become exercisable, first with respect to any Warrant Shares for which this Warrant would have been exercisable but for the further right to accept the new Offer pursuant Ownership Limit and second, but in each case again, only to the terms of extent that, after giving effect to such exercisability, such exercisability will not result in the Holder (together with its affiliates) owning, holding or beneficially owning more than the Ownership Limit. The restrictions set forth in this sectionparagraph do not pertain if, excluding the shares for which this Warrant is then exercisable, the Holder (together with its affiliates) owns, holds or beneficially owns outstanding Capital Stock in an amount greater than the Ownership Limit. Notwithstanding Tenant's acceptance of The restrictions set forth in this paragraph may be waived by the Offer pursuant Holder upon written notice to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectCompany.
Appears in 1 contract
Sources: Common Stock Warrant (Rockwell Medical Technologies Inc)
Exercise. Provided this Lease shall then (a) This Warrant may be exercised by the Holder hereof -------- in full force or in part at any time or from time to time during the exercise period specified in the first paragraph hereof until the Expiration Date by surrender of this Warrant and effect the subscription form annexed hereto (duly executed by the Holder), to the Company's transfer agent and Tenant shall not be registrar for the Common Stock, and by making payment, in default hereunder beyond cash or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying (a) the number of shares of Common Stock designated by the Holder in the subscription form by (b) the Purchase Price then in effect. On any partial exercise the Company will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant or Warrants of like tenor, in the name of the Holder hereof or as the Holder (upon payment by the Holder of any applicable notice and grace periodtransfer taxes) may FORM OF WARRANT request, Tenant may exercise its right to lease providing in the Offer Space by written notice to Landlord within 5 days after aggregate on the date face or faces thereof for the purchase of the Offer Noticenumber of shares of Common Stock for which such Warrant or Warrants may still be exercised.
(b) Notwithstanding any other provision of this Warrant, in no event shall the Holder be entitled at any time to purchase a number of shares of Common Stock on exercise of this Warrant in excess of that number of shares upon purchase of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and all persons whose beneficial ownership of shares of Common Stock would be aggregated with the Holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulation 13D-G thereunder, (each such person other than the Holder a "Related Person" and all such persons other than the Holder, collectively, the time "Related Persons") (other than shares of Common Stock deemed beneficially owned through the ownership of the giving unexercised portion of such notice to be this Warrant and any of the essence Company's Senior Convertible Notes due June 3, 2000 by the Holder and all Related Persons) and (2) the number of shares of Common Stock issuable upon exercise of the portion of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights Warrant with respect to which the Offer Spacedetermination in this sentence is being made, would result in beneficial ownership by the Holder and all Related Persons of more than 4.9% of the outstanding shares of Common Stock. If Landlord For purposes of the immediately preceding sentence, beneficial ownership shall wish be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the immediately preceding sentence. For purposes of the second preceding sentence, the Company shall be entitled to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Noticerely, and Tenant shall have be fully protected in relying, on any statement or representation made by the further right to accept the new Offer pursuant Holder to the terms Company in connection with a particular exercise of this section. Notwithstanding Tenant's acceptance Warrant, without any obligation on the part of the Offer pursuant Company to make any inquiry or investigation or to examine its records or the terms records of this Paragraph, Landlord shall not be obligated to deliver possession of any transfer agent for the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectCommon Stock.
Appears in 1 contract
Exercise. Provided this Lease shall then Rights may be in full force and effect and Tenant shall not be in default hereunder beyond exercised at any applicable notice and grace period, Tenant may exercise its right to lease time during the Offer Space by written notice to Landlord within 5 days after the date of the Offer Notice, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate Offering Period upon the terms and conditions set forth in the Offer. In Prospectus and in this Agreement.
(a) Rights may be exercised by completing and executing the event that Tenant fails exercise portion of the Subscription Certificate and delivering it to accept the offer contained Subscription Agent along with payment of the Subscription Price for the aggregate number of Common Shares subscribed for prior to the Expiration Time.
(b) A subscription will be accepted by the Subscription Agent if, prior to the Expiration Time, the Subscription Agent has received (i) payment of the full Subscription Price for the Common Shares subscribed for in the Offer Basic Subscription, and (ii) a Notice within of Guaranteed Delivery by facsimile (telecopy) or otherwise from a bank, trust company, New York Stock Exchange member or member of another national securities exchange guaranteeing delivery of a properly completed and executed Subscription Certificate. The Subscription Agent will not honor a Notice of Guaranteed Delivery unless a properly completed and executed Subscription Certificate is received by the Subscription Agent by the close of business on the third New York Stock Exchange trading day after the Expiration Time.
(c) The Subscription Price shall be paid in United States dollars, by (i) check or draft drawn on a United States bank, or an postal, telegraphic or express money order payable to the Subscription Agent, or (ii) by wire transfer of same day funds to an account maintained by the Subscription Agent for the purpose of accepting subscriptions the __________ Bank, Account No. ________ (Dema▇▇▇▇▇▇.▇▇▇, ▇▇c.), ABA No. ______________, in accordance with the Wire instructions attached to this Agreement as Appendix B.
(d) Once an Eligible Rights Holder has exercised Rights, such 5 day period exercise may not be revoked or fails to execute rescinded.
(e) If an Amendment modifying this Lease to incorporate Eligible Rights Holder does not indicate the terms and conditions contained number of Rights being exercised in the Offer within 5 days after Basic Subscription, or does not deliver full payment of the Subscription Price for the number of shares indicated as being subscribed through the exercise of Rights in the Basic Subscription, then such Amendment has been delivered to Tenant, Tenant shall Eligible Rights Holder will be deemed to have waived its rights under this Paragraph exercised Rights to lease purchase the Offer Spacemaximum number of Common Shares determined by dividing the total Subscription Price paid by the Subscription Price per share, Landlord shall have but not in excess of the absolute right to lease number of Common Shares such holder may purchase through the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained exercise of Rights in the OfferBasic Subscription.
(f) If an Eligible Rights Holder does not indicate the number of Rights being exercised, Landlord shall give Tenant a new Offer Noticebut submits payment for more shares than may be purchased through the exercise of such Eligible Rights Holder's Rights in the Basic Subscription, and Tenant shall have the further right excess payment received from such Eligible Rights Holder will be returned to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force such Eligible Rights Holder without interest or effectdeduction.
Appears in 1 contract
Exercise. Provided (i) Subject to the provisions of Sections 5 and 9 hereof, the Dealer Warrants, as they may be adjusted as set forth herein, may be exercised at a price (the "Dealer Warrant Exercise Price") of $3.00 per Dealer Unit, in whole or is part at any time during the period commencing at the first anniversary of the date (the "Final Closing Date") of the final closing of the Private Offering and terminating on the earlier of (i) the date four years after the final closing of the Private Offering, provided, however, that (x) if the Dealer Shares and the Series 2 Warrant Shares are not subject to an effective registration for an aggregate of 600 days within three years after the final closing of the Private Offering, then the remaining exercise period under this Lease clause (i) shall be tolled until the Dealer Shares and the Series B Warrant Shares shall have been subject to an effective registration for an aggregate of 600 days and (y) in no event shall the Dealer Warrants terminate under this clause (i) unless a registration statement covering the Dealer Shares and the Series B Warrant Shares shall have then be been in full force effect for 45 days prior to such termination, and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after (ii) six years from the date of the Offer Noticeissuance, the time unless extended by a majority vote of the giving Board of Directors for such notice to be length of the essence of this Paragraphtime as they, in their sole discretion, deem reasonable and necessary. Each date on which event Landlord and Tenant shall enter into a amendment Dealer Warrant is exercised is hereafter referred to as a "DEALER WARRANT EXERCISE DATE".
(ii) Subject to the provisions of this LeaseSection 9 hereof the Series B Warrants, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions as they may be adjusted as set forth herein, may be exercised at a price (the "SERIES B WARRANT EXERCISE PRICE") of $2.75 per share of Common Stock, in whole or in part at any time during the Offer. In period commencing on the event that Tenant fails Dealer Warrant Exercise Date or Dates corresponding to accept the offer contained in the Offer Notice within such 5 day period Series B Warrant (or fails to execute an Amendment modifying this Lease to incorporate the terms Series B Warrants) and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant terminating on a date ending three (3) years thereafter.
(b) Each Warrant shall be deemed to have waived been exercised immediately prior to the close of business on the date (each, an "EXERCISE DATE") of the surrender for exercise of the certificate representing such warrant. The exercise form shall be executed by the Warrant Holder thereof or his attorney duly authorized in writing and shall be delivered together with payment to the Company at its rights under this Paragraph to lease corporate offices located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the Offer Space"CORPORATE OFFICE"), Landlord shall have or at any such other office or agency as the absolute right to lease the Offer Space to any other person or entity on any same terms and conditionsCompany may designate, in which case Tenant shall have no further rights with respect cash or by official bank or certified check, of an amount equal to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offeraggregate Exercise Price, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer as adjusted pursuant to the terms of this section. Notwithstanding Tenant's acceptance Section 9 hereof, in lawful money of the Offer pursuant United States of America.
(c) Unless Dealer Shares or Series B Warrant Shares may not be issued as provided herein, the person entitled to receive the terms number of this ParagraphDealer Shares and/or Series B Warrant Shares deliverable on exercise shall be treated for all purposes as the holder of such Dealer Shares and/or Series B Warrant Shares, Landlord as applicable, as of the close of business on the Exercise Date. The Company shall not be obligated to deliver possession issue any fractional share interest in Dealer Shares or Series B Warrant Shares issuable or deliverable on the exercise of any Dealer Warrant or any Series B Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever.
(d) Within ten days after the Exercise Date and in any event prior to the expiration date of the Offer Space applicable Dealer Warrant or Series B Warrant, the Company, at its own expense, shall cause to Tenant ifbe issued and delivered to the person or persons entitled to receive the same, a certificate or certificates in the name requested by the holder of such Dealer Warrant or Series B Warrant for the number of Dealer Shares or Series B Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Dealer Shares or Series B Warrant Shares delivered on exercise of any Dealer Warrant or Series B Warrant. All shares of Common Stock or other securities delivered upon the exercise of the Dealer Warrants or the Series B Warrants shall be validly issued, fully paid and nonassessable.
(e) Neither the Dealer Warrants nor the Series B Warrants shall entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the Common Stock unless such holder or holders shall have exercised the Dealer Warrants or the Series B Warrants, as applicable, prior to delivery the record date fixed by the Board of possession Directors for the determination of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights holders of Tenant hereunder shall terminate and be of no further force Common Stock entitled to such dividends or effectother rights.
Appears in 1 contract
Exercise. Provided (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace periodWarrant, Tenant may exercise its right to lease with the Offer Space purchase form appended hereto as Exhibit I duly executed by written notice to Landlord within 5 days after the date Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Offer NoticeCompany, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise.
(b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the time numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the giving Exercise Date. The Fair Market Value per share of such notice Common Stock shall be determined as follows:
(i) If the Common Stock is listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the essence high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).
(ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Paragraph, in which event Landlord and Tenant Warrant pursuant to this subsection 1(b) shall enter into a amendment be delayed until such determination is made.
(c) Each exercise of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Warrant shall be deemed to have waived its rights under been effected immediately prior to the close of business on the day on which this Paragraph to lease the Offer Space, Landlord Warrant shall have been surrendered to the absolute right Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to lease have become the Offer Space holder or holders of record of the Warrant Shares represented by such certificates.
(d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect adjustment therein) to the Offer Space. If Landlord shall wish to lease number of such shares called for on the Offer Space on terms and conditions different from those contained face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer Purchase Price payable upon such exercise pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectsubsection 1(b) above.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Brainstorm Cell Therapeutics Inc)
Exercise. Provided (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Lease Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may only be exercised as to vested Warrant Shares, and shall then be vest and become exercisable as follows: in twelve (12) consecutive equal monthly amounts at the end of each calendar month starting April 30, 2011 such that all Warrant Shares are vested in full force on March 31, 2012 (the “Fully Vested Date”), unless the Agreement dated April 13, 2010 by and effect among Prof. Avi Israeli, the Registered Holder and Tenant the Company (the “Agreement”) is terminated prior to the Fully Vested Date, in which case no further Warrant Shares shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days vest on or after the date of such termination. Upon termination of the Offer NoticeAgreement vesting shall cease and the Registered Holder shall be entitled to exercise this Warrant only with respect to the portion of the Warrant Shares that shall have vested prior to the date of termination of the Agreement, rounded to the nearest number without decimal. The Warrant shall be valid until and may be exercised only on or before the earliest of the following: (i) immediately prior to a sale of all or substantially all of the shares of the Company in a merger and/or acquisition transaction; (ii) the Expiration Date; or (iii) six (6) months following the termination of the Agreement. Immediately after such date all unexercised Warrant Shares shall expire and be forfeited, and this Warrant shall terminate.
(b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the time numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the giving Exercise Date. The Fair Market Value per share of such notice Common Stock shall be determined as follows:
(i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the essence high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).
(ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Paragraph, in which event Landlord and Tenant Warrant pursuant to this subsection 1(b) shall enter into a amendment be delayed until such determination is made.
(c) Each exercise of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Warrant shall be deemed to have waived its rights under been effected immediately prior to the close of business on the day on which this Paragraph to lease the Offer Space, Landlord Warrant shall have been surrendered to the absolute right Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to lease have become the Offer Space holder or holders of record of the Warrant Shares represented by such certificates.
(d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect adjustment therein) to the Offer Space. If Landlord shall wish to lease number of such shares called for on the Offer Space on terms and conditions different from those contained face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer Purchase Price payable upon such exercise pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectsubsection 1(b) above.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Brainstorm Cell Therapeutics Inc)
Exercise. Provided (a) This Warrant may be exercised, in whole or in -------- part, by surrendering this Lease Warrant, at the principal office of the Company, with the Election to Exercise form set forth at the end hereof duly executed, and by paying in full, the Warrant Price for each share of Common Stock as to which this Warrant is exercised and any applicable taxes, other than taxes that the Company is required to pay hereunder. Such payment may be (i) in cash or by bank check or (ii) by transfer of all or a portion of a Note or Notes duly endorsed by, or accompanied by appropriate instruments of transfer duly executed by, the registered holder or by his duly authorized attorney, valued at the principal amount thereof and accrued and unpaid interest thereon (other than unpaid interest not payable until the Due Date (as defined in the Notes), with any excess of the Warrant Price over such value paid in cash or by bank check.
(b) As soon as practicable after the exercise of this Warrant, the Company shall then cause to be issued to or upon the order of the holder of this Warrant a certificate or certificates for the number of full shares of Common Stock to which he is entitled, registered in full force and effect and Tenant such name or names as may be directed by him.
(c) Anything contained herein to the contrary notwithstanding, the Company shall not be required to issue any fraction of a share in default hereunder beyond connection with the exercise of this Warrant, but in any case where the holder hereof would, except for the provisions of this Section 2.03, be entitled under the terms of this Warrant to receive a fraction of a share upon the exercise of hereof, the Company shall, upon the exercise of this Warrant and receipt of the Warrant Price, issue a certificate for the largest number of full shares of Common Stock then called for hereby and pay a sum in cash equal to the market value of such fraction of a share (based upon the closing market price of the Common Stock on the principal stock exchange on which it is listed (or, if not listed on any stock exchange, the last sale price on the NASDAQ National Market System, or if not listed or admitted to trading on such system, the closing bid price in the over-the-counter market) on the day preceding such exercise). The Warrantholder by his acceptance of this Warrant expressly waives his right to receive any fraction of a share.
(d) All shares of Common Stock issued upon the exercise of this Warrant shall be validly issued, fully paid and non-assessable, and the Company shall pay all taxes in respect of the issue thereof. The Company shall not be required, however, to pay any tax imposed in connection with any transfer involved in the issuance of a certificate for shares of Common Stock or any other securities in any name other than that of the holder of this Warrant; and in such case the Company shall not be required to issue or deliver any such certificate until such tax shall have been paid.
(e) Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the purchase price and any applicable notice and grace periodtaxes was made, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after irrespective of the date of delivery of such certificate, except that, if the Offer Notice, date of such surrender and payment is a date when the time stock transfer books of the giving of Company are closed, such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant person shall be deemed to have waived its rights under this Paragraph to lease become the Offer Space, Landlord shall have holder of such shares at the absolute right to lease close of business on the Offer Space to any other person or entity next succeeding date on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectstock transfer books are open.
Appears in 1 contract
Exercise. Provided this If Tenant desires to exercise an Extension Option, it -------- shall send notice thereof (an "Extension Notice") to Landlord no more than three hundred (300) nor less than two hundred seventy (270) calendar days prior to the expiration of the Term or Extension Renewal Term of the Lease then in effect. Landlord and Tenant shall endeavor in good faith to determine the Prevailing Rental Rate within thirty (30) calendar days after Landlord's receipt of Tenant's Extension Notice. If they cannot agree within thirty (30) calendar days, each shall appoint an appraiser who shall arrive at an estimate of the Prevailing Rental Rate within thirty (30) calendar days. If such estimates are within five percent (5%) of each other, the average of the two shall be the new Base Rent for the Extension Renewal Term. If the estimates are more than five percent (5%) apart, each appraiser shall select a third appraiser within five (5) calendar days or, if they fail to do so, Landlord shall select a third appraiser. The third appraiser shall prepare an estimate of the Prevailing Rental Rate as provided above within thirty (30) calendar days and the two closest of the three estimates shall be averaged to determine the new Base Rent for the new Extension Renewal Term. No later than one hundred twenty (120) calendar days prior to the expiration of the Lease Term then in effect, Landlord and Tenant shall execute an amendment to the Lease (an "Extension Amendment") stating the new Base Rent and expiration date of the Lease Term. If such an Extension Amendment is not fully executed by the parties for any reason as provided above other than Landlord's breach, the Term shall not be in full force extended and effect and all Extension Option(s) hereunder shall terminate. Notwithstanding the foregoing, Tenant shall not be entitled to extend this Lease if an uncured Event of Default has occurred under any term or provision contained in default hereunder beyond any applicable notice and grace periodthe Lease Agreement or a condition exists which with the passage of time or the giving of notice, Tenant may exercise its right or both, would constitute an Event of Default pursuant to lease the Offer Space by written notice to Landlord within 5 days after Lease Agreement as of the date of exercise of this Extension Option. The rights contained in this Addendum shall be personal to the Offer Noticeoriginally named Tenant and may be exercised only by the originally named Tenant and any Related Entity (and not any other assignee, sublessee or other Transferee of Tenant's interest in this Lease) and only if the time originally named Tenant or Related Entity occupies the entire Premises as of the giving of such notice to be of date it exercises the essence of this Paragraph, Extension Option in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights accordance with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this sectionAddendum. Notwithstanding Tenant's acceptance If Tenant properly exercises the Extension Option and is not in default under this Lease at the end of the Offer pursuant initial Term of the Lease, the Lease Term, as it applies to the terms of this Paragraphentire Premises then leased by Tenant, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event extended for the rights of Tenant hereunder shall terminate and be of no further force or effectExtension Renewal Term.
Appears in 1 contract
Exercise. Provided this Lease shall then (a) Class B Warrants in denominations of one or whole number multiples thereof may be in full force and effect and Tenant shall not be in default hereunder beyond exercised commencing at any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days time on or after the date of Initial Class B Warrant Exercise Date, but not after the Offer NoticeClass B Warrant Expiration Date, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the Offerapplicable Class B Warrant Certificate. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant A Class B Warrant shall be deemed to have waived its rights under this Paragraph been exercised immediately prior to lease the Offer Spaceclose of business on the Exercise Date, Landlord provided that the Class B Warrant Certificate representing such Class B Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Class B Warrant Agent for the account of the Company of an amount in lawful money of the United States of America equal to the applicable Purchase Price, have been received by the Class B Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall have be treated for all purposes as the absolute right holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five (5) business days after such date, the Class B Warrant Agent, on behalf of the Company, shall cause to lease be issued to the Offer Space to any other person or entity on any persons entitled to receive the same terms a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and conditions, in which case Tenant the Class B Warrant Agent shall have no further rights with respect deliver the same to the Offer Spaceperson or persons entitled thereto. If Landlord Upon the exercise of any Class B Warrants, the Class B Warrant Agent shall wish promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments in cash or by check made payable to lease the Offer Space on terms and conditions different from those contained order of the Company in respect of the Purchase Price to be deposited promptly in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant Company's bank account or delivered to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord Company.
(b) The Company shall not be obligated to deliver possession issue any fractional share interests or fractional Class B Warrant interests upon the exercise of the Offer Space any Class B Warrant or Class B Warrants, nor shall it be obligated to Tenant if, prior to delivery issue scrip or pay cash in lieu of possession of the Offer Space, Tenant fractional interests. Any fractional interest shall be in Default hereunder beyond eliminated by rounding any applicable notice and grace periodfraction down to the next full share or Class B Warrant, in which event as the rights of Tenant hereunder shall terminate and be of no further force case may be, or effectother securities, properties or rights.
Appears in 1 contract
Sources: Class B Warrant Agreement (Access Solutions International Inc)
Exercise. Provided this Lease shall then (a) This Warrant may be exercised by the Holder hereof in full force or in part at any time or from time to time during the exercise period specified in the first paragraph hereof until the Expiration Date by surrender of this Warrant and effect the subscription form annexed hereto (duly executed by the Holder), to the Company's transfer agent and Tenant shall not be registrar for the Common Stock, with a copy to the Company, and by making payment, in default hereunder beyond cash or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying (a) the number of shares of Common Stock designated by the Holder in the subscription form by (b) the Purchase Price then in effect. On any partial exercise the Company will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant or Warrants of like tenor, in the name of the Holder hereof or as the Holder (upon payment by the Holder of any applicable notice and grace periodtransfer taxes) may request, Tenant may exercise its right to lease providing in the Offer Space by written notice to Landlord within 5 days after aggregate on the date face or faces thereof for the purchase of the Offer Noticenumber of shares of Common Stock for which such Warrant or Warrants may still be exercised.
(b) Notwithstanding any other provision of this Warrant, in no event shall the Holder be entitled at any time to purchase a number of shares of Common Stock on exercise of this Warrant in excess of that number of shares upon purchase of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and all persons whose beneficial ownership of shares of Common Stock would be aggregated with the Holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder, (each such person other than the Holder an "Aggregated Person" and all such persons other than the Holder, collectively, the time "Aggregated Persons") (other than shares of Common Stock deemed beneficially owned through the ownership by the Holder and all Aggregated Persons of the giving of such notice to be Holder of the essence unexercised portion of this Paragraph, in Warrant and the unexercised or unconverted portion of any other security of the Company which event Landlord contains similar provisions) and Tenant shall enter into a amendment (2) the number of shares of Common Stock issuable upon exercise of the portion of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights Warrant with respect to which the Offer Space. If Landlord shall wish to lease determination in this sentence is being made, would result in beneficial ownership by the Offer Space on terms Holder and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance all Aggregated Persons of the Offer pursuant to the terms Holder of this Paragraph, Landlord shall not be obligated to deliver possession more than 4.9% of the Offer Space to Tenant if, prior to delivery outstanding shares of possession Common Stock. For purposes of the Offer Spaceimmediately preceding sentence, Tenant beneficial ownership shall be determined in Default hereunder beyond any applicable notice accordance with Section 13(d) of the 1934 Act and grace periodRegulation 13D-G thereunder, except as otherwise provided in which event clause (1) of the rights of Tenant hereunder shall terminate and be of no further force or effectimmediately preceding sentence.
Appears in 1 contract
Sources: Subscription Agreement (Titan Motorcycle Co of America Inc)
Exercise. Provided Subject to the conditions set forth herein, this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond Warrant is exercisable at any applicable notice and grace period, Tenant may exercise its right time prior to lease the Offer Space by written notice Expiration Date with respect to Landlord within 5 days after the date all or any part of the Offer Notice, the time shares of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions Common Stock set forth in the Offerfirst paragraph of this Warrant. Any unexercised portion of this Warrant shall terminate on the Expiration Date. The Company agrees that the shares of Common Stock purchased under this Warrant shall be, and are deemed to be, issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which (a) this Warrant shall have been surrendered, properly endorsed, (b) the completed, executed Form of Subscription and Form of Investment Representation, if applicable, shall have been delivered and (c) full payment of the Stock Purchase Price in respect of such exercise shall have been made in cash or check for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company's expense promptly after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall shares of Common Stock which may be deemed to have waived its rights purchased under this Paragraph to lease Warrant, the Offer Space, Landlord Company shall have cancel this Warrant and promptly execute and deliver a new Warrant or Warrants of like tenor for the absolute right to lease balance of the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect shares of Common Stock purchasable under the Warrant surrendered upon such purchase to the Offer SpaceHolder hereof. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms Each certificate for shares of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant Common Stock so delivered shall be in Default hereunder beyond any applicable notice such denominations of Common Stock as may be requested by the Holder hereof and grace period, shall be registered in which event the rights name of Tenant hereunder shall terminate and be of no further force or effectsuch Holder.
Appears in 1 contract
Exercise. Provided (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Lease Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may only be exercised as to vested Warrant Shares, and shall then be vest and become exercisable as follows: in twelve (12) consecutive equal monthly amounts at the end of each calendar month starting April 30, 2014 such that all Warrant Shares are vested in full force on March 31, 2015 (the “Fully Vested Date”), unless the Agreement dated April 13, 2010 by and effect among Prof. Avi Israeli, the Registered Holder and Tenant the Company (the “Agreement”) is terminated prior to the Fully Vested Date, in which case no further Warrant Shares shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days vest on or after the date of such termination. Upon termination of the Offer NoticeAgreement vesting shall cease and the Registered Holder shall be entitled to exercise this Warrant only with respect to the portion of the Warrant Shares that shall have vested prior to the date of termination of the Agreement, rounded to the nearest number without decimal. The Warrant shall be valid until and may be exercised only on or before the earliest of the following: (i) immediately prior to a sale of all or substantially all of the shares of the Company in a merger and/or acquisition transaction; (ii) the Expiration Date; or (iii) six (6) months following the termination of the Agreement. Immediately after such date all unexercised Warrant Shares shall expire and be forfeited, and this Warrant shall terminate.
(b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the time numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the giving Exercise Date. The Fair Market Value per share of such notice Common Stock shall be determined as follows:
(i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the essence high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).
(ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Paragraph, in which event Landlord and Tenant Warrant pursuant to this subsection 1(b) shall enter into a amendment be delayed until such determination is made.
(c) Each exercise of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Warrant shall be deemed to have waived its rights under been effected immediately prior to the close of business on the day on which this Paragraph to lease the Offer Space, Landlord Warrant shall have been surrendered to the absolute right Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to lease have become the Offer Space holder or holders of record of the Warrant Shares represented by such certificates.
(d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect adjustment therein) to the Offer Space. If Landlord shall wish to lease number of such shares called for on the Offer Space on terms and conditions different from those contained face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer Purchase Price payable upon such exercise pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectsubsection 1(b) above.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Brainstorm Cell Therapeutics Inc.)
Exercise. Provided this Lease (a) Any or all Warrants shall then be exercisable only by the Registered Holder and only by delivery to the Warrant Agent on or after the Initial Exercise Date and on or before the applicable Expiration Date (i) at the Corporate Agency Office (A) a written notice of such Registered Holder’s election to exercise Warrants, duly executed by such Registered Holder or such Registered Holder’s duly authorized attorney (which, in the case of Warrants evidenced by a Warrant Certificate, shall be in full force the form set forth on the reverse of, or attached to, such Warrant Certificate and effect in the case of Warrants not evidenced by a Warrant Certificate, a notice containing substantially the same information required by such form), which notice shall specify the number of Warrants to be exercised by such Holder and Tenant (B) any Warrant Certificate evidencing such Warrants and (b) payment by official bank or certified check made payable to the Company or by wire transfer of an amount equal to the applicable Exercise Price in good funds in accordance with the terms of this Agreement. A Warrant shall not be deemed to have been exercised immediately prior to the close of business on the date when all of the conditions to exercise have been satisfied and the person entitled to receive the Ordinary Shares deliverable upon such exercise shall be treated for all purposes as the holder of those Ordinary Shares as of the close of business on such date, provided that the payment of the exercise price is cleared. As soon as practicable on or after the date of exercise, the Warrant Agent shall deposit the proceeds received from the exercise of any Warrant into a segregated account and shall notify the Company in default hereunder beyond writing of such exercise. Promptly following the clearance of payment of the Exercise Price, and in any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord event within 5 five days after the date of such notice from the Offer NoticeWarrant Agent (but only if the payment of the Exercise Price is cleared by that date), the time Warrant Agent, on behalf of the giving Company, shall cause the Transfer Agent to issue and deliver to the person or persons entitled to receive the same, the Ordinary Shares deliverable upon such exercise. The Warrant Agent shall remit any and all amounts received upon the exercise of such notice Warrants (the "Warrant Proceeds") to be the Company (or as the Company may direct in writing) promptly after the clearance of the essence funds and the issuance of the Ordinary Shares purchased. If fewer than all the Warrants represented by a Warrant Certificate are exercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not exercised shall be executed by the Company. The Warrant Agent shall countersign the new Warrant Certificate, registered in the name of the Registered Holder of the original Warrant Certificate, or as otherwise directed in writing by such Registered Holder and otherwise in accordance with the provisions of this ParagraphAgreement, and shall deliver the new Warrant Certificate to the person or persons in which event Landlord and Tenant shall enter into a amendment whose name such new Warrant Certificate is so registered.
(b) Notwithstanding the aforementioned, the following provisions will apply with respect to the exercise of this Lease, reasonably acceptable the Warrants held of record by the TASE Nominee (it being understood that these procedures would not apply to Landlord and Tenant, to incorporate any Warrants held by the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant TASE Nominee through its account with The Depository Trust Company):
(1) A Warrant shall be deemed to have waived been exercised immediately prior to the close of business on the date when all of the conditions to exercise set forth in paragraph (2) below have been satisfied and the TASE Nominee shall be treated for all purposes as the holder of the Ordinary Shares deliverable upon the exercise of the Warrant as of the close of business on such date.
(2) In lieu of the procedures for exercise set forth in Section 4(a) above, the TASE Nominee may exercise its rights Warrants at any time on or after the Initial Exercise Date but not after the applicable Expiration Date by (i) delivery directly to the Company of an exercise notice (which may be in Hebrew) and in form agreed between the Company and the TASE Nominee and (ii) payment of the Exercise Price in NIS in accordance with the representative rate most recently published by the Bank of Israel prior to the date of exercise. The method of payment will be as agreed between the Company and the TASE Nominee. On the date of exercise or as soon as practicable thereafter, the TASE Nominee shall deliver for cancellation to the Company any Warrant Certificates evidencing the Warrants exercised; it being understood that any failure to deliver shall affect the validity of the exercise.
(3) As soon as practicable on or after the date of exercise by the TASE Nominee, the Company shall notify the Warrant Agent in writing of the number of Warrants exercised by the TASE Nominee and shall deliver to the Warrant Agent any Warrant Certificates evidencing the Warrants exercised. The Warrant Agent shall promptly thereafter cause the Transfer Agent to issue and deliver to the TASE Nominee the Ordinary Shares deliverable upon such exercise and the Warrant Agent shall, if fewer than all Warrants evidenced by a Warrant Certificate were exercised, issue and deliver to the TASE Nominee a Warrant Certificate for any remaining unexercised Warrants evidenced by the Warrant Certificate being exercised.
(c) The Warrants are not exercisable unless, at the time of exercise, the Company has a current prospectus covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, or such issuance is exempt under the and the Ordinary Shares have been registered, qualified or deemed to be exempt under the U.S. federal securities laws and under the securities or “blue sky” laws of the states of residence of the exercising U.S. holder of the Warrants. The Company has filed a registration statement of which the Prospectus is a part, which registration statement has been declared effective by the SEC, covering the issuance of the Warrants and the Ordinary Shares issuable upon the exercise of the Warrants. The Company will in good faith and as expeditiously as reasonably possible, endeavor to maintain such registration statement effective and keep the Prospectus current. Unless notified to the contrary by the Company or its counsel, the Warrant Agent shall be entitled to assume that it may issue Ordinary Shares upon the exercise of Warrants in compliance with all applicable federal and state securities laws. In no event shall the Registered Holder of a Warrant be entitled to receive any monetary damages if the issuance of the Ordinary Shares underlying the Warrants is not covered by an effective registration statement or current prospectus.
(d) Notwithstanding anything to the contrary contained in this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditionsAgreement, in which case Tenant shall have accordance with applicable TASE Directives and as long as the Company’s Ordinary Shares are traded on TASE, no further exercise of Warrants will be permitted on the record date for the following events: (i) a distribution of bonus shares; (ii) a rights with respect offering; (iii) a distribution of dividends; (iv) a unification of capital; (v) a stock split; or (vi) a reduction in capital (any of the foregoing “Company Event”). In addition, if the “X Date” (as such term is defined in the TASE Directives) occurs prior to the Offer Spacerecord date of such Company Event, no exercise of Warrants will be permitted on such X Date. If Landlord shall wish “TASE Directives” means the directives, rules and regulations published by the TASE, as established from time to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effecttime.
Appears in 1 contract
Exercise. Provided (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace periodWarrant, Tenant may exercise its right to lease with the Offer Space purchase form appended hereto as Exhibit I duly executed by written notice to Landlord within 5 days after the date Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the Offer NoticeCompany, or at such other office or agency as the time Company may designate, accompanied by payment (by wire transfer) in full, in lawful money of the giving of such notice to be United States, of the essence Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise.
(b) Each exercise of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Warrant shall be deemed to have waived its rights under been effected immediately prior to the close of business on the day (the "Exercise Date") on which this Paragraph to lease the Offer Space, Landlord Warrant shall have been surrendered to the absolute right Company as provided in Section 1(a) above. At such time, the Registered Holder shall be deemed to lease have become the Offer Space holder of record of the Warrant Shares.
(c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 15 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes):
(i) a certificate or certificates for the whole number of duly authorized, validly issued, fully paid and non-assessable Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any other person or entity adjustment therein) to the number of such shares called for on any same terms and conditionsthe face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.
(d) Notwithstanding anything to the contrary in paragraph (a) above, upon exercise of this Warrant, in which case Tenant shall have no further rights with respect whole or in part, the Registered Holder may elect to receive a reduced number of Warrant Shares in lieu of tendering the Purchase Price in cash. In such case, the number of Warrant Shares to be issued to the Offer Space. If Landlord Registered Holder shall wish be computed using the following formula: X = Y(A-B) ----- A X = the number of Warrant Shares to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant be issued to the terms Registered Holder; Y = the number of this section. Notwithstanding Tenant's acceptance Warrant Shares for which the election to exercise is being made; A = the Market Price (as defined below) of one share of Common Stock, $0.01 par value per share, of the Offer pursuant Company on the trading day immediately prior to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of Exercise Date; and B = the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectPurchase Price.
Appears in 1 contract
Sources: Warrant Agreement (Switchboard Inc)
Exercise. Provided this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after the date of the Offer Notice, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails Each Tag Along Offeree desiring to accept the offer contained in the Offer Tag Along Notice within shall send a written commitment to the Proposed Seller specifying the number of Shares (not in any event to exceed the Sale Percentage of the total number of Shares held by such 5 day period or fails Tag Along Offeree) which such Tag Along Offeree desires to execute an Amendment modifying this Lease to incorporate the terms and conditions contained have included in the Offer Sale within 5 fifteen (15) days after the effectiveness of the Tag Along Notice (each a "Participating Seller"). Each Tag Along Offeree who has not so accepted such Amendment has been delivered to Tenant, Tenant offer shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person all of his or entity on any same terms and conditions, in which case Tenant shall have no further her rights with respect to the Offer SpaceSale, and the Proposed Seller and the Participating Sellers shall thereafter be free to Sell to the Proposed Buyer, at a price no greater than the maximum price and no less than the minimum price set forth in the Tag Along Notice and otherwise on terms not more favorable in any material respect to them than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Offerees. If Landlord If, prior to consummation, the terms of such proposed Sale shall wish change with the result that the price shall be greater than the maximum price set forth in the Tag Along Notice or the other terms shall be more favorable to lease a Participating Seller in any material respect than as set forth in the Offer Space Tag Along Notice, it shall be necessary for a separate Tag Along Notice to have been furnished, and the terms and provisions of this Section 7 separately complied with, in order to consummate such proposed Sale pursuant to this Section 7; provided, however, that in the case of such a separate Tag Along Notice, the applicable period referred to in Section 7.1.1 shall be 10 days and the applicable period referred to above in this Section 7.1.2 shall be 5 days. The acceptance of each Participating Seller shall be irrevocable except as hereinafter provided, and each such Participating Seller shall be bound and obligated to Sell in the Sale, on the same terms and conditions different from those contained specified in the OfferTag Along Notice with respect to each Share, Landlord as the Proposed Seller (subject to all of the provisions of this Agreement), such number of Shares and as such Participating Seller shall give Tenant have specified in such Participating Seller's written commitment. In the event the Proposed Seller shall be unable (otherwise than by reason of the circumstances described in Section 7.2) to obtain the inclusion in the Sale of all Shares which the Proposed Seller and each Participating Seller desires to have included in the Sale (as evidenced in the case of the Proposed Seller by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller's written commitment), the number of Shares to be sold in the Sale by the Proposed Seller and each Participating Seller shall be reduced on a new Offer Noticepro rata basis according to the proportion which the number of Shares which each such Seller desires to have included in the Sale bears to the total number of Shares desired by all such Sellers to have included in the Sale. If at the end of the ninetieth (90th) day following the date of the effectiveness of the Tag Along Notice the Proposed Seller has not completed the Sale as provided in the foregoing provisions of this Section 7.1, each Participating Seller shall be released from his or her obligations under his or her written commitment, the Tag Along Notice shall be null and void, and Tenant it shall be necessary for a separate Tag Along Notice to have been furnished, and the further right terms and provisions of this Section 7 separately complied with, in order to accept the new Offer consummate such Sale pursuant to this Section 7, unless the failure to complete such Sale resulted from any failure by any Tag Along Offeree to comply in any material respect with the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectSection 7.
Appears in 1 contract
Exercise. Provided this Lease shall then (a) This Warrant may be exercised one time, in full force whole or minimum increments of 50,000 shares, on any business day on or before the expiration date listed above by presentation and effect surrender hereof to the Corporation at its principal office of a written exercise request and Tenant shall not be the Exercise Price in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after the date lawful money of the Offer NoticeUnited States of America in the form of a wire transfer or check, subject to collection, for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the time Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the giving of such notice Holder hereof to be purchase the balance of the essence Warrant Shares purchasable hereunder. Upon receipt by the Corporation of this Paragraphan exercise request and representations, in which event Landlord and Tenant shall enter into a amendment together with proper payment of this Leasethe Exercise Price, reasonably acceptable to Landlord and Tenantat such office, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Holder shall be deemed to have waived be the holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Corporation shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. The Corporation shall pay any and all transfer agent fees, documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of the Warrant Shares.
(b) At any time during the period from issuance to expiration (the "Exercise Period"), the Holder may, at its rights under option, exchange this Paragraph Warrant, in whole or minimum increments of 50,000 shares (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (1)(b), by surrendering this Warrant at the principal office of the Company, accompanied by a written notice stating such Holder's intent to lease effect such exchange, the Offer Spacenumber of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date the Notice of Exchange is received by the Company or such later date as may be specified in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, Landlord if applicable, a new Warrant of like tenor evidencing the balance of the shares remaining subject to this Warrant, shall have be issued as of the absolute Exchange Date and delivered to the Holder within ten (10) days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to lease subscribe for and acquire the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect number of Warrant Shares (rounded to the Offer Space. If Landlord shall wish next highest integer) equal to lease (i) the Offer Space on terms and conditions different from those contained number of Warrant Shares specified by the Holder in its Notice of Exchange (the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have "Total Number") less (ii) the further right to accept the new Offer pursuant number of Warrant Shares equal to the terms of this section. Notwithstanding Tenant's acceptance quotient obtained by dividing (A) the product of the Offer pursuant Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock. Current market value shall be the average closing trading price for the 5 trading day period prior to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectExchange Date.
Appears in 1 contract
Exercise. Provided (a) This Warrant may be exercised by the Registered Holder by surrendering this Lease shall then be Warrant, along with the purchase form appended hereto as Exhibit A duly executed and completed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate by notice in full force and effect and Tenant shall not be writing to the Registered Holder, accompanied by either (i) cash or certified cashier's check payable to the Company (or wire transfer of immediately available funds), in default hereunder beyond any applicable notice and grace periodlawful money of the United States, Tenant may of the Exercise Price payable in respect of the number of Warrant Shares purchased upon such exercise its right to lease (the Offer Space by "AGGREGATE EXERCISE PRICE") or (ii) a written notice to Landlord within 5 the Company that the Registered Holder is exercising this Warrant on a "cashless" exercise basis by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon such exercise of the Warrant which when multiplied by the Fair Market Value of the Common Stock is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant).
(b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "EXERCISE DATE"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.
(c) Within ten (10) days after the date of the Offer Noticeexercise of this Warrant, the time Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involving the issuance and delivery of any such certificate upon exercise in a name other than that of the giving Registered Holder. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and arising from the issuance or exercise of this Warrant, or any ad valorem property or intangible tax assessed against the Registered Holder. If this Warrant shall be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Registered Holder to purchase the balance of the Warrant Shares purchasable hereunder.
(d) The Company shall reasonably assist and cooperate with any Registered Holder required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company).
(e) Notwithstanding any other provision of this Warrant, if the exercise of all or any portion of this Warrant is to be made in connection with a registered public offering, a sale of the Company or any other transaction or event, such exercise may, at the election of the Registered Holder, be conditioned upon consummation of such notice to be of the essence of this Paragraph, in which transaction or event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord such exercise shall not be obligated to deliver possession deemed effective until the consummation of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force such transaction or effectevent.
Appears in 1 contract
Exercise. Provided (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Lease Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. For purposes hereof, the Purchase Price shall then be equal to $8.56375 per share.
(b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing ti) the total Purchase Price payable in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may respect of the number of Warrant Shares being purchased upon such exercise its right to lease by (ii) the Offer Space by written notice to Landlord within 5 days after excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to Subsection l(c) below (the Offer Notice"Exercise Date") over the Purchase Price per share. The Fair Market Value per share of Common Stock shall be determined as follows:
(i) If the Common Stock is listed on a national securities exchange, the time Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the giving Exercise Date, the Fair Market Value per share of such notice the Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).
(ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system or another nationally recognized exchange or trading system as of the essence Exercise Date, the Fair market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Paragraph, in which event Landlord and Tenant Warrant pursuant to Subsection l(b) shall enter into a amendment be delayed until such determination is made.
(c) Each exercise of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Warrant shall be deemed to have waived its rights under been effected immediately prior to the close of business on the day on which this Paragraph to lease the Offer Space, Landlord Warrant shall have been surrendered to the absolute right Company as provided in subsections l(a) and lib) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(d) below shall be deemed to lease have become the Offer Space holder or holders of record of the Warrant Shares represented by such certificates.
(d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect adjustment therein) to the Offer Space. If Landlord shall wish to lease number of such shares called for on the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms face of this section. Notwithstanding Tenant's acceptance Warrant minus the number of such shares purchased by the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectRegistered Holder upon such exercise.
Appears in 1 contract
Exercise. Provided this Lease The purchase price of Shares purchased hereunder shall then be paid in full force with, or in a combination of, (a) cash or (b) shares of the Corporation’s Common Stock that have been owned by the Optionee, and effect have been fully vested and Tenant shall not be in default hereunder beyond any applicable notice and grace periodfreely transferable by the Optionee, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after for at least six months preceding the date of exercise of the Offer NoticeOption, duly endorsed or accompanied by stock powers executed in blank. However, the time Corporation in its discretion may permit the Optionee (if the Non-Qualified Stock Option Agreement February 15, 2006 page 4. Optionee owns shares that have been owned by the Optionee, and have been fully vested and fully transferable by the Optionee, for at least six months preceding the date of exercise) to “attest” to his ownership of the giving number of such notice shares required to be pay all or part of the essence purchase price (and not require delivery of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditionsshares), in which case Tenant shall have no further rights with respect the Corporation will deliver to the Offer SpaceOptionee the number of shares to which the Optionee is entitled, net of the “attested” shares. If Landlord payment is made in whole or in part with shares of the Corporation’s Common Stock, the value of such Common Stock shall wish to lease be the Offer Space mean between its high and low prices on terms and conditions different from those contained in the Offerday of purchase as reported by The New York Times following the close of business on the date of exercise. No “reload” or other option will be granted by reason of any such exercise. The Optionee agrees that, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to notwithstanding the terms of this section. Notwithstanding Tenant's acceptance any pre-existing agreement between the Corporation and the Optionee, any shares of the Offer pursuant Corporation’s Common Stock surrendered (or “attested” to) for payment of the exercise price of any options previously granted by the Corporation to the Optionee (whether granted under the terms of this Paragraph, Landlord the Amended and Restated Employee Long-Term Incentive Plan or any predecessor program) shall not be obligated valued in the manner provided in the preceding sentence except to deliver possession the extent otherwise expressly provided by the terms of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectprogram document.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Quest Diagnostics Inc)
Exercise. Provided Subject to the terms of this Lease shall then be in full force Warrant and effect and Tenant shall not be in default hereunder beyond any compliance with all applicable notice and grace periodsecurities laws, Tenant Registered Holder may exercise its right this Warrant during the term, for up to lease Three Hundred Thousand (400,000) shares at any time during the Offer Space term of this Warrant agreement, by written notice to Landlord within 5 days after surrendering this Warrant at the date principal office of the Offer Company, with the subscription form attached hereto duly executed by the Registered Holder (“Election Notice”), the time together with full payment of the giving sum obtained by multiplying (a) the number of such notice shares of Warrant Stock the Registered Holder desires to be purchase by (b) the Purchase Price as determined in accordance with the terms hereof. Registered Holder may exercise this Warrant for less than the full number of shares of Warrant Stock purchasable hereunder but must exercise this Warrant in increments of twenty five thousand (25,000) shares, as adjusted pursuant hereto, if the exercise is for less than all remaining Warrant Stock then exercisable hereunder. Upon Registered Holder's partial exercise, Registered Holder must surrender this Warrant, and the Company shall issue to the Registered Holder a new Warrant of the essence same tenor for purchase of this Paragraph, in which event Landlord and Tenant shall enter into a amendment the number of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offerremaining shares of Warrant Stock not purchased. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Registered Holder shall be deemed to have waived its rights under exercised this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect Warrant immediately prior to the Offer Space. If Landlord shall wish to lease close of business on the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Noticedate of its surrender for exercise as provided above, and Tenant shall have be treated for all purposes as the further right to accept holder of record of such shares as of the new Offer pursuant close of business on such date. As soon as practicable on or after such date, the Company shall issue and deliver to the terms Registered Holder a certificate or certificates for the number of whole shares of Warrant Stock issuable upon such exercise. No fractional shares may be issued upon any exercise of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectWarrant.
Appears in 1 contract
Exercise. Provided (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Lease shall then be Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full force and effect and Tenant shall not be full, in default hereunder beyond any applicable notice and grace periodlawful money of the United States, Tenant may of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise.
(b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise its right to lease of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the Offer Space total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by written notice to Landlord within 5 days after (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 2(b) below (the Offer Notice"Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to the preceding sentence with respect to the maximum number of Warrant Shares purchasable pursuant to this
(i) If the Common Stock is listed on a national securities exchange, the time Nasdaq National Market or another nationally recognized exchange or trading system as of the giving Exercise Date, the Fair Market Value per share of such notice Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the day immediately preceding the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).
(ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized exchange or trading system as of the essence Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount determined by the Board of Directors to represent the fair market value per share of the Common Stock; and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly make such a determination and notify the Registered Holder of the Fair Market Value per share of Common Stock.
(c) Each exercise of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Warrant shall be deemed to have waived its rights under been effected immediately prior to the close of business on the day on which this Paragraph to lease the Offer Space, Landlord Warrant shall have been surrendered to the absolute right to lease Company as provided in subsection 2(a) above. At such time, the Offer Space to any other person or entity on persons in whose name or names any same terms certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 2(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.
(d) As soon as practicable after the exercise of this Warrant in full or in part, the Company, at its expense, will cause to be issued in the name of, and conditionsdelivered to, the Registered Holder, or as such Holder may direct (it being understood that such issuance shall be made without charge to the Registered Holder for any issuance tax or other cost incurred by the Company in connection with such exercise and issuance, excluding any applicable transfer taxes):
4 5 (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained Registered Holder would otherwise be entitled, cash in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer an amount determined pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effect.Section 4 hereof; and
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Idexx Laboratories Inc /De)
Exercise. Provided this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant The Holder may exercise this Warrant at any time or from time to time on any business day prior to or on the Expiration Date (as defined herein), for the full or any lesser number of Shares of Series B Common Stock purchasable hereunder, by surrendering this Warrant to the Company at its right to lease principal office, together with a duly executed Notice of Exercise (in substantially the Offer Space form attached hereto as EXHIBIT A), and payment in cash or by written notice to Landlord within 5 days after the date certified or cashier's check of the Offer Noticeaggregate Exercise Price then in effect for the number of Shares for which this Warrant is being exercised. Promptly after such exercise, the time Company shall issue and deliver to the Holder a certificate or certificates representing the number of Shares of Series B Common Stock issuable upon such exercise. Upon issuances by the giving of such notice to be of Company in accordance with the essence terms of this ParagraphWarrant, in which event Landlord all such Shares of Series B Common Stock shall be validly issued, fully paid and Tenant shall enter into a amendment of this Leasenon-assessable, reasonably acceptable and free from all taxes, liens and encumbrances with respect to Landlord and Tenantthe issuance thereof, to incorporate the terms and conditions except as set forth in the OfferCompany's Articles of Incorporation (as amended and restated, the "Articles") or bylaws, any applicable restrictions on sale set forth therein or pursuant to federal or state securities laws and any restrictions on transfer set forth herein or in that certain Amended and Restated Investor Rights Agreement, dated as of the date of original issuance of this Warrant (the "Original Issue Date"), as amended, supplemented or restated (the "Investor Rights Agreement") or in that certain Securityholders Agreement dated as of the Original Issue Date (the "Securityholders Agreement"). In To the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying extent permitted by law, this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Warrant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect been exercised immediately prior to the Offer Spaceclose of business on the date of its surrender for exercise as provided herein, even if the Company's stock transfer books are at that time closed, and the Holder shall be treated for all purposes as the holder of record of the Shares to be issued upon such exercise as of the close of business on such date. If Landlord Upon any exercise of this Warrant for fewer than all Shares represented by this Warrant, the Company shall wish to lease the Offer Space on terms cancel this Warrant and conditions different from those contained in the Offer, Landlord shall give Tenant execute and deliver a new Offer Notice, and Tenant shall have Warrant or Warrants in substantially identical form for the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectremaining Shares covered hereby.
Appears in 1 contract
Exercise. Provided this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant (i) A Warrant Holder may exercise this Warrant, in whole or in part, to purchase the vested Underlying Shares in such amounts as may be elected upon surrender of this Warrant, together with a duly executed Subscription Form, to the Company at its right corporate office, together with the full Underlying Share Purchase Price for each Underlying Share to lease be purchased, in lawful money of the Offer Space United States, or by written notice certified check or bank draft payable in United States dollars to Landlord within 5 days the order of the Company and upon compliance with and subject to the conditions set forth herein.
(ii) Upon receipt of this Warrant, together with a duly executed Subscription Form, and accompanied by payment of the Underlying Share Purchase Price for the number of vested Underlying Shares for which this Warrant is then being exercised, the Company shall, subject to Section 7(b) hereof, cause to be issued and delivered promptly, but in no event later than the third Business Day after the date on which the Company receives this Warrant, the Subscription Form and the Underlying Share Purchase Price, to the Warrant Holder certificates for such shares of Common Stock in such denominations as are requested by the Warrant Holder in the Subscription Form.
(iii) In case a Warrant Holder shall exercise this Warrant with respect to less than all of the Offer NoticeUnderlying Shares, the time Company will execute a new Warrant, which shall be exercisable for the balance of the giving of such notice to Underlying Shares that may be purchased upon exercise of the essence unexercised portion of this Paragraph, in which event Landlord Warrant and Tenant shall enter into a amendment of this Lease, reasonably acceptable deliver such new Warrant to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Warrant Holder.
(iv) This Warrant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect been exercised immediately prior to the Offer Space. If Landlord shall wish to lease close of business on the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer NoticeExercise Date, and Tenant shall have the further right Person entitled to accept receive the vested Underlying Shares and any new Offer pursuant to Warrant representing the terms unexercised portion of this section. Notwithstanding Tenant's acceptance Warrant deliverable upon such exercise shall be treated for all purposes as the holder of such Underlying Shares and new Warrant, respectively, upon such exercise as of the Offer pursuant to close of business on the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectExercise Date.
Appears in 1 contract
Exercise. Provided this Lease shall then be If at any time after the Closing Date and prior to the expiration of the Resale Registration Period, the Company proposes to register any Common Stock under the 1933 Act (other than (i) a registration relating solely to the sale of securities to participants in full force and effect and Tenant shall a Company stock plan, (ii) a registration relating solely to a transaction described in Rule 145 under the 1933 Act, (iii) a registration on any form that may not be used for the Registrable Securities, (iv) a registration in default hereunder beyond which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered or (v) a registration on the Resale Registration Statement), whether for its own account or for the account of any applicable notice and grace periodholder of securities, Tenant may exercise its right the Company shall promptly, but not later than 30 days prior to lease the Offer Space by initial filing of such registration statement, give each Holder written notice to Landlord within 5 days after of such registration setting forth the date intended method of the Offer Noticedisposition, the time maximum proposed offering price, commissions and discounts in connection therewith and other relevant information. Upon the written request of any Holder given within 10 Business Days after the giving of such notice to be of by the essence of this ParagraphCompany, in which event Landlord and Tenant shall enter into a amendment of this Leasethe Company shall, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect subject to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms provisions of this section. Notwithstanding Tenant's acceptance , cause to be registered under the 1933 Act all of the Offer Registrable Securities which such Holders request to be registered by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, that if, at any time after giving written notice pursuant to this Section 2.3(a) of its intention to register any Common Stock and prior to the terms of this Paragraph, Landlord shall not be obligated to deliver possession effective date of the Offer Space registration statement filed in connection therewith, the Company shall determine for any reason either not to Tenant ifregister or to delay registration of such securities, prior the Company may, at its election, give written notice of such determination to delivery each Holder and, thereupon, (i) in the case of possession of the Offer Spacea determination not to register, Tenant shall be relieved of its obligation to register any Registrable Securities in Default hereunder beyond connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any applicable notice and grace periodRegistrable Securities, for the same period as the delay in which event the rights of Tenant hereunder shall terminate and be of no further force or effectregistering such other securities.
Appears in 1 contract
Sources: Merger Agreement (Manitowoc Co Inc)
Exercise. Provided this Lease (A) The Option shall then be exercisable during Participant's lifetime only by Participant or by his or her guardian or legal representative, and after Participant's death only by the person or entity entitled to do so under Participant's last will and testament or applicable intestate law. The Option may only be exercised by the delivery to the Company of a written notice of such exercise, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full force of such aggregate Exercise Price in cash or by check payable to the Company; provided, however, that payment of such -------- ------- aggregate Exercise Price may instead be made, in whole or in part, by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by duly executed stock powers, which delivery effectively transfers to the Company good and effect valid title to such shares, free and Tenant shall not clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease valued on the Offer Space by written notice to Landlord within 5 days after basis of the aggregate Fair Market Value (as defined below) thereof on the date of such exercise), provided that the Offer NoticeCompany is not then prohibited from purchasing or acquiring such shares of Common Stock.
(B) The "Fair Market Value" of a Common Share on any date (the "Determination Date") shall be equal to the closing price per Common Share on the business day immediately preceding the Determination Date, as reported in The Wall Street Journal, Western Edition, or, if no closing price was so reported for such immediately preceding business day, the time closing price for the next preceding business day for which a closing price was so reported, or, if no closing price was so reported for any of the giving of such notice to be 30 business days immediately preceding the Determination Date, the average of the essence of this Paragraph, in which event Landlord high bid and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate low asked prices per Common Share on the terms and conditions set forth business day immediately preceding the Determination Date in the Offer. In over-the-counter market, as reported by the event that Tenant fails to accept National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other system then in use, or, if the offer contained Common Shares were not quoted by any such organization on such immediately preceding business day, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate Common Shares selected by the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectBoard.
Appears in 1 contract
Exercise. Provided this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after the date Within ten (10) Business Days of receipt of the Offer NoticeTermination Notice (the "Termination Period"), this Warrant may be exercised by the time of Warrantholder in the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions manner set forth in Section 1.2(a) above during normal business hours on any Business Day during the OfferTermination Period. In the event that Tenant fails of any exercise of the rights represented by this Warrant in compliance with this Section 1.5(b), the Company shall, or shall cause its transfer agent to, within two (2) Business Days of the Company's receipt of the Aggregate Exercise Price and this Warrant (or an indemnification undertaking or other form of security reasonably satisfactory to accept the offer contained Company with respect to this Warrant in the Offer Notice within case of its loss, theft or destruction) either (A) at the Warrantholder's request, credit such 5 day period aggregate number of shares of Common Stock to which the Warrantholder shall be entitled upon such exercise to the holder's or fails its designee's balance account with the DTC through its Deposit Withdrawal Agent Commission system, provided that (i) Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, (ii) the Warrantholder is eligible to execute an Amendment modifying this Lease receive shares through DTC, and (iii) the certificates for the Common Stock do not bear a legend thereon, or (B) issue and deliver to incorporate the terms and conditions contained address as specified in the Offer within 5 days after Exercise Form, a certificate or certificates in such Amendment denominations as may be requested by the holder in the Exercise Form, registered in the name of the Warrantholder or its designee, for the number of shares of Common Stock to which the Warrantholder shall be entitled upon such exercise. Upon delivery of the Aggregate Exercise Price and this Warrant, the holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been delivered exercised. If this Warrant is not exercised during the Termination Period or is exercised only in part, this Warrant or the remainder thereof, as applicable, shall immediately cease to Tenantbe exercisable and shall be cancelled, Tenant and the Warrantholder shall cease to have any rights with respect to this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to have waived its rights under this Paragraph to lease be the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms record holder of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectsuch Warrant Shares.
Appears in 1 contract
Exercise. Provided (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Lease shall then be Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full force and effect and Tenant shall not be full, in default hereunder beyond any applicable notice and grace periodlawful money of the United States, Tenant may of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise.
(b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise its right to lease of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the Offer Space total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by written notice to Landlord within 5 days after (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the Offer Notice"Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the time numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the giving Exercise Date. The Fair Market Value per share of such notice Common Stock shall be determined as follows:
(i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).
(ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the essence Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Paragraph, in which event Landlord and Tenant Warrant pursuant to this subsection 1(b) shall enter into a amendment be delayed until such determination is made.
(c) Each exercise of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Warrant shall be deemed to have waived its rights under been effected immediately prior to the close of business on the day on which this Paragraph to lease the Offer Space, Landlord Warrant shall have been surrendered to the absolute right Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to lease have become the Offer Space holder or holders of record of the Warrant Shares represented by such certificates.
(d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect adjustment therein) to the Offer Space. If Landlord shall wish to lease number of such shares called for on the Offer Space on terms and conditions different from those contained face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer Purchase Price payable upon such exercise pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectsubsection 1(b) above.
Appears in 1 contract
Exercise. Provided this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may If the Majority Sponsors elect to exercise its right to lease the Offer Space by written notice to Landlord within 5 days after the date of the Offer Notice, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its their -------- rights under this Paragraph Section 3.2, a written notice (the "Drag Along Notice") shall be furnished by the Prospective Sponsor Sellers to lease each other holder of Shares. The Drag Along Notice shall set forth the Offer Spaceprincipal terms of the proposed Sale insofar as it relates to the holders of the Common Stock, Landlord including the number of Shares to be purchased from the Prospective Sponsor Sellers, the Drag Along Percentage, the maximum and minimum purchase price and the name and address of the Prospective Buyer. If the Prospective Sponsor Sellers consummate the Sale to which reference is made in the Drag Along Notice, each other holder of Shares (each a "Participating Seller") shall have be bound and obligated to sell the absolute right to lease Drag Along Percentage of its or his Shares in the Offer Space to any other person or entity Sale on any the same terms and conditions, in which case Tenant shall have no further rights with respect to each Share Transferred, as the Offer SpaceProspective Sponsor Sellers shall sell each Sponsor Share in the Sale. If Landlord at the end of the sixtieth (60th) day following the date of the effectiveness of the Drag Along Notice the Prospective Sponsor Sellers have not completed the Sale (other than as a result of a breach of this Agreement by a Participating Seller), each Participating Seller shall wish be released from his obligation under the Drag Along Notice, the Drag Along Notice shall be null and void, and it shall be necessary for a separate Drag Along Notice to lease be furnished and the Offer Space on terms and conditions different from those contained provisions of this Section 3.2 separately complied with, in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right order to accept the new Offer consummate such Sale pursuant to the terms of this sectionSection 3.2. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph-7- Omega Holdings, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effect.Inc. Stockholders Agreement --------------------------------------------------------------------------------
Appears in 1 contract
Exercise. Provided (a) Subject to the provisions hereof, this Lease shall Warrant may be exercised by the Holder hereof in whole or in part, by the surrender of this Warrant, together with a Notice of Exercise attached hereto as Exhibit A, to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the Holder) and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Shares specified in the Notice of Exercise or (ii) if the resale of the Shares by the holder is not then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace periodregistered pursuant to an effective registration statement under the Securities Act of 1933, Tenant may exercise its right as amended (the "Securities Act"), delivery to lease the Offer Space by Company of a written notice of an election to Landlord effect a "Cashless Exercise" (as defined in Section 9(h) below) for the Shares specified in the Notice of Exercise. The Shares so purchased shall be deemed to be issued to the Holder, or the Holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the Notice of Exercise shall have been duly delivered, and payment shall have been made for such Shares as set forth above.
(b) Certificates for the Shares so purchased, representing the aggregate number of Shares specified in the Notice of Exercise, shall be delivered to the Holder within 5 three (3) business days after the date on which this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the Holder and shall be registered in the name of such Holder or such other name as shall be designated by such Holder.
(c) If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Offer NoticeCompany shall, at its expense, at the time of the giving delivery of such notice certificates, deliver to be Holder a new Warrant representing the number of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights Shares with respect to which this Warrant shall not then have been exercised.
(d) Notwithstanding anything in this Warrant to the Offer Spacecontrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. If Landlord For purposes of the immediately preceding sentence, beneficial ownership shall wish to lease be determined in accordance with Section 13(d) of the Offer Space on terms and conditions different from those contained in the OfferSecurities Exchange Act of 1934, Landlord shall give Tenant a new Offer Noticeas amended, and Tenant shall have the further right to accept the new Offer pursuant Regulation 13D-G thereunder, except as otherwise provided in clause (i) hereof. Notwithstanding anything to the terms contrary contained herein, the limitation on exercise of this section. Notwithstanding Tenant's acceptance Warrant set forth herein may not be amended without the written consent of the Offer pursuant to holder hereof and the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectCompany.
Appears in 1 contract
Sources: Stock Purchase Warrant (Nettaxi Inc)
Exercise. Provided this Lease shall then Subject to the provisions of Sections 8 hereof and the limitations on exercise set forth in the Company's Private Placement Memorandum published in connection with the Private Offering of the Units, the Warrants, as they may be adjusted as set forth herein, may each be exercised to acquire one (1) share of Common Stock at a price (the "Warrant Exercise Price") of $1.25, subject to adjustment as hereinafter provided, in full force whole or in part at any time during the period (the "Warrant Exercise Period") beginning on the date of their issuance and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days ending one year after the date of their issuance (the Offer Notice"Warrant Expiration Date"), the time unless extended by a majority vote of the giving Board of Directors for the Company (the "Board of Directors") for such notice to be length of the essence of this Paragraphtime as they, in which event Landlord their sole discretion, deem reasonable and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offernecessary. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Warrants shall be deemed to have waived been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the certificate evidencing the Warrants being exercised. An exercise form in the form of Exhibit "A" attached to the Warrant certificate shall also be executed by the Registered Holder thereof or his attorney duly authorized in writing and shall be delivered, together with payment to the Company at its rights under this Paragraph to lease corporate offices located at 5301 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (▇▇e "Corporate Office"), or at any such other office or agency as the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditionsCompany may designate, in which case Tenant shall have no further rights with respect cash or by official bank or certified check, in an amount equal to the Offer Space. If Landlord shall wish to lease aggregate Warrant Exercise Price for the Offer Space on terms and conditions different from those contained Warrant Shares being purchased, all in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance lawful money of the Offer pursuant United States of America. The person entitled to receive the terms number of this Paragraph, Landlord Warrant Shares deliverable on exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. The Company shall not be obligated to deliver possession issue any fractional share interest in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefor and such fractional shares shall be of no value whatsoever. Within 10 days after the Exercise Date and in any event prior to the Warrant Expiration Date, the Company at its sole expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates in the name requested by the Registered Holder for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. All shares of Common Stock or other securities delivered upon the exercise of the Offer Space to Tenant ifWarrants shall be validly issued, prior to delivery of possession fully paid and non-assessable. The Company may deem and treat the Registered Holder of the Offer SpaceWarrants at any time as the absolute owner thereof for all purposes, Tenant and the Company shall not be in Default hereunder beyond affected by any applicable notice and grace period, in which event to the contrary. The Warrants shall not entitle the holder thereof to any of the rights of Tenant hereunder a shareholder of the Company or to any dividend declared on the Common Stock unless the holder shall terminate and be have exercised the Warrants prior to the record date fixed by the Board of no further force Directors for the determination of holders of Common Stock entitled to such dividends or effectother rights.
Appears in 1 contract
Exercise. Provided this Lease shall then Subject to the provisions of Sections 4, 7 and 8, the Class C Warrants may be exercised at a price (the "Exercise Price") of $4.50 in full force and effect and Tenant shall not be whole or in default hereunder beyond part at any applicable notice and grace period, Tenant may exercise its right to lease time during the Offer Space by written notice to Landlord within 5 days period (the "Exercise Period") com- mencing six months after the date final closing of the Offer Noticeprivate offering, and terminating three years thereafter (the "Expiration Date"), unless extended by a majority vote of the Company's Board of Directors at its discretion. The Company shall promptly notify the Warrant Agent of any extension of the Exercise Period of the Class C Warrants. The Exercise Price will be reduced to $1.00 per share if, within one year of the final closing of the private offering, the time Company has not been able to list its Common Stock on The Nasdaq Stock Market, the American Stock Exchange or another equivalent exchange and/or has not filed a registration statement with the Securities and Exchange Commission relating to the shares of Common Stock issuable upon the exercise of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the OfferClass C Warrants. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant A Class C Warrant shall be deemed to have waived its rights under this Paragraph been exercised immediately prior to lease the Offer Spaceclose of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with payment to the Warrant Agent at American Securities Transfer, Landlord shall have Inc., 938 Quail Street, Suite 101, Lake▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇"), ▇▇ ▇▇▇h or by official bank or certified check, of an amount equal to the absolute right to lease the Offer Space to any other person or entity on any same terms and conditionsaggregate applicable Exercise Price, in which case Tenant lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall have no further rights with respect be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the Offer Spaceissuance of Warrant Shares set forth in Section 4 have been satisfied as of the Exercise Date. If Landlord any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall wish request written instructions from the Company as to lease whether to return the Offer Space on terms Class C Warrant and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant Exercise Price to the terms of this sectionexercising Registered Holder or to hold the same until all such conditions have been satisfied. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord The Company shall not be obligated to deliver possession issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Class C Warrant but cash will be paid in lieu of any fractional share. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the Offer Space to Tenant ifaggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date, and in any event prior to the applicable Expiration Date, pursuant to a Stock Transfer Agreement between the Company and Warrant Agent, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Class C Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the Exercise Price to be promptly made to the order of the Company. Upon the exercise of any Class C Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) representing the exer- cised Warrants to be issued. Expenses incurred by American Securities Transfer, Inc. while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of possession exercised share certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for the Company's use during the Exercise Period. A complete accounting will be made by the Warrant Agent to the Company concerning all persons exercising Class C Warrants, the number of shares issued and the amounts paid at the completion of the Offer SpaceExercise Period. The Company may deem and treat the Registered Holder of the Class C Warrants at any time as the absolute owner thereof for all purposes, Tenant and the Company shall not be in Default hereunder beyond affected by any applicable notice and grace period, in which event to the contrary. The Class C Warrants shall not entitle the holder thereof to any of the rights of Tenant hereunder shareholders or to any dividend declared on the Common Stock unless the holder shall terminate have exercised the Class C Warrants and be purchased the shares of no further force Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to such dividend or effectother right.
Appears in 1 contract
Exercise. Provided If the ESOP Trust (A) furnishes the Drag-Along Notice to each Participating Drag-Along Seller in accordance with this Lease Section 2.4 and (B) consummates the Drag-Along Sale described in the Drag-Along Notice, then each Participating Drag-Along Seller shall then be obligated to sell in full force the Drag-Along Sale all of the Shares Beneficially Owned by such Participating Drag-Along Seller on the same terms and effect and Tenant conditions with respect to each Share sold as the ESOP Trust shall sell each of its Shares; provided, however, that
(i) if the Participating Drag-Along Seller is a Warrant Holder, such Warrant Holder will not be in default hereunder beyond any applicable notice and grace period, Tenant may required to exercise its right Warrants prior to lease the Offer Space by written notice to Landlord within 5 days after the date closing of the Offer NoticeDrag-Along Sale in order to participate in the Drag-Along Sale but may instead exercise its Warrants simultaneously with the closing of the Drag-Along Sale. To the extent of the cash to be received by such Warrant Holder in the Drag-Along Sale, the time Warrant Holder may direct that the Drag-Along Purchaser pay up to the aggregate exercise price for the Warrants being exercised by the Warrant Holder to the Company in lieu of paying such amount to such Warrant Holder, with the giving of Company applying such notice amounts received by it from the Drag-Along Purchaser as payment for the exercise price for the Warrants being exercised (the cashless exercise option may also be elected, which will result in fewer underlying Shares being subject to be of the essence Drag-Along Sale);
(ii) For purposes of this ParagraphSection 2.4(a) and Section 2.4(b), in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails with respect to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant each Share sold shall be deemed to have waived its rights under include all direct and indirect consideration paid to the ESOP Trust, the ESOP Trustee and their respective Affiliates and any Participant in any respect related to or in connection with the Drag-Along Sale; and
(iii) Upon the written request of the ESOP Trust, but subject to this Paragraph Section 2.4, each Participating Drag-Along Seller shall (x) consent to, vote for and raise no objections to lease the Offer SpaceDrag-Along Sale or the process pursuant to which the Drag-Along Sale was arranged and (y) waive any dissenters’, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms appraisal and conditions, in which case Tenant shall have no further similar rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectthereto.
Appears in 1 contract
Sources: Stockholders’ Agreement (Washington Consulting, Inc.)
Exercise. Provided this Lease shall then The Company agrees to register, at its sole expense, the shares of Common Stock underlying the Warrants at the same time it registers any of its securities under the Securities Act of 1933, as amended (the "Registration Statement"). Subject to the provisions of Section 8, the Warrants may be exercised at a price of $4.00 per share of Common Stock (the "Exercise Price") in full force and effect and Tenant shall not be whole or in default hereunder beyond part at any applicable notice and grace period, Tenant may exercise its right to lease time during the Offer Space by written notice to Landlord within 5 days after period commencing on the effective date of the Offer Notice, Registration Statement (the time of "Initial Exercise Date") and terminating on a date (the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days "Expiration Date") four years after such Amendment has been delivered to Tenant, Tenant Initial Exercise Date. A Warrant shall be deemed to have waived been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder or his attorney duly authorized in writing and will be delivered together with payment to the Warrant Agent at its rights under this Paragraph to lease corporate offices (the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions"Corporate Office"), in which case Tenant shall have no further rights with respect cash or by official bank or certified check, of an amount equal to the Offer Spaceaggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. in addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares, set forth in Section 4, have been satisfied as of the Exercise Date. If Landlord any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall wish request written instructions from the Company as to lease whether to return the Offer Space on terms Warrant and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant pertinent Exercise Price payment to the terms of this sectionexercising Registered Holder or to hold the same until all such conditions have been satisfied. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord The Company shall not be obligated to deliver possession issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever, if more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the Offer Space to Tenant ifaggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and, in any event, prior to the pertinent Expiration Date, pursuant to a Stock Transfer Agreement between the Company and Warrant Agent, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, including delivery of possession exercised Warrant Share certificates to the shareholder, will be billed monthly to the Company. A detailed accounting statement relating to the number of Warrants exercised and the net amount of exercised funds rernitted will be given to the Company with the payment of each exercise amount. The Company may deem and treat the Registered Holder of the Offer SpaceWarrants at any time as the absolute owner thereof for all purposes, Tenant and the Company shall not be in Default hereunder beyond affected by any applicable notice and grace period, in which event to the contrary. The Warrants shall not entitle the holder thereof to any of the rights of Tenant hereunder shareholders or to any dividend declared on the Common Stock unless the holder shall terminate have exercised the Warrants and be purchased the shares of no further force Common Stock prior to the record date fixed by the Board of Directors of the Company for the determinations of holders of Common Stock entitled to such dividend or effectother right.
Appears in 1 contract
Sources: Warrant Agreement (Whitney Information Network Inc)
Exercise. Provided (a) Subject to the terms set forth below and subject to any revisions described therein, this Lease Warrant shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease exercisable for 100,000 shares of Common Stock of the Offer Space by written notice to Landlord within 5 days Company as follows:
(i) On the date one year after the date of issuance of this Warrant and at any time thereafter until the Offer NoticeExpiration Time, the time this Warrant shall be exercisable for 12,500 shares of Common Stock of the giving Company (the "First Year Warrant Shares").
(ii) In addition to the First Year Warrant Shares, on the date two years after the date of such notice to issuance of this Warrant and at any time thereafter until the Expiration Time, this Warrant shall be exercisable for an additional 25,000 shares of Common Stock of the essence Company (the "Second Year Warrant Shares").
(iii) In addition to the First Year Warrant Shares and Second Year Warrant Shares, on the date three years after the date of issuance of this ParagraphWarrant and at any time thereafter until the Expiration Time, this Warrant shall be exercisable for an additional 25,000 shares of Common Stock of the Company (the "Third Year Warrant Shares"); provided however, that in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails the aggregate amount contributed by EPRI (the "EPRI Contribution") in the form of direct costs pursuant to accept Section 2 of the offer Research and Development Agreement dated as of the date of this Warrant between the Company and EPRI (the "Agreement") during the first two contract years under the Agreement is less than $2.0 million, then the number of Third Year Warrant Shares (and, if necessary, the number of Fourth or Fifth Year Warrant Shares, as defined below) shall be reduced by the number obtained by dividing (x) the excess of $2.0 million over the EPRI Contribution by (y) the number 20, it being agreed that the exercisability of this Warrant is not contingent upon amounts contributed by EPRI in excess of the $2.0 million to be contributed during the first two contract years under the Agreement.
(iv) In addition to the First Year Warrant Shares, Second Year Warrant Shares and Third Year Warrant Shares, on the date four years after the date of issuance of this Warrant and at any time thereafter until the Expiration Time, this Warrant shall be exercisable for an additional 25,000 shares of Common Stock of the Company (the "Fourth Year Warrant Shares").
(v) In addition to the First Year Warrant Shares, Second Year Warrant Shares, Third Year Warrant Shares and Fourth Year Warrant Shares, on the date five years after the date of issuance of this Warrant, and at any time thereafter until the Expiration Time, this Warrant shall be exercisable for an additional 12,500 shares of Common Stock of the Company (the "Fifth Year Warrant Shares").
(vi) Notwithstanding anything to the contrary contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained subsections 1(a)(i) through 1(a)(v) above, in the Offer event that any person or entity acquires ownership of capital stock of the Company representing a majority of the total outstanding voting power, whether by merger, acquisition or otherwise, or in the event of a sale of all or substantially all of the assets of the Company, this Warrant shall be exercisable, immediately upon such an event and at any time thereafter until the Expiration Time, for 100,000 shares of Common Stock of the Company (less any shares previously purchased upon exercise of this Warrant) or for such securities for which this Warrant may become exercisable pursuant to subsection 2(b) below.
(b) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise.
(c) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(d) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows:
(i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq Small-Cap Market, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding trading day (provided that if no such price is reported on the next preceding trading day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).
(ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq Small-Cap Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within 5 the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days after of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(c) shall be delayed until such Amendment has been delivered to Tenant, Tenant determination is made.
(d) Each exercise of this Warrant shall be deemed to have waived its rights under been effected immediately prior to the close of business on the day on which this Paragraph to lease the Offer Space, Landlord Warrant shall have been surrendered to the absolute right Company as provided in subsection 1(b) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(e) below shall be deemed to lease have become the Offer Space holder or holders of record of the Warrant Shares represented by such certificates.
(e) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect adjustment therein) to the Offer Space. If Landlord shall wish to lease number of such shares called for on the Offer Space on terms and conditions different from those contained face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer Purchase Price payable upon such exercise pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectsubsection 1(c) above.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (American Superconductor Corp /De/)
Exercise. Provided Subject to the provisions of SECTION 10.11, Landlord hereby grants to Tenant an option (the "SECOND PARCEL B EXPANSION OPTION") to cause this Lease to be amended so as to (i) obligate Landlord to construct on either or both of Parcels B and D an addition (the "SECOND PARCEL B ADDITION") to the Initial Building located on Parcel A or to the First Parcel B Addition (if such Addition shall then be in full force exist) and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after the date of the Offer Notice, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment (ii) for all purposes of this Lease, reasonably acceptable add to Landlord and include within the definition of the "Premises" such Second Parcel B Addition, add to and include within the definition of the "Land" both of Parcels B and D (unless such Parcels had previously been leased to Tenant hereunder pursuant to Tenant's exercise of the First Parcel B Expansion Option), and cause the Second Parcel B Addition to incorporate be deemed to be within the definition of a "Building", all on and subject to the terms and conditions set forth in this ARTICLE 45 and subject to the Offer. In the event that Tenant fails to accept the offer contained additional condition set out in the Offer Notice within such 5 day period or fails to execute an Amendment modifying following sentence. Anything in this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenantcontrary notwithstanding, Tenant shall be deemed to have waived its rights under this Paragraph to lease not have, and may not exercise, the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Second Parcel B Expansion Option unless either (a) Tenant shall have no further rights previously duly exercised the First Parcel B Expansion Option and leased the First Parcel B Addition or (b) Tenant shall have paid to Landlord on the first day (without any extensions, notices or grace periods except as expressly provided in SECTION 45.13) of the Second Parcel B Expansion Period and also on the first day of each succeeding 12-month period within the Second Parcel B Expansion Period (without any extensions, notices or grace periods) the sum of Ninety Thousand Dollars ($90,000.00) in cash. Subject to the preceding sentence, Tenant may exercise the Second Parcel B Expansion Option during the period (the "SECOND PARCEL B EXPANSION OPTION PERIOD") beginning on the first day of the eighth Lease Year and ending on the last day of the twentieth Lease Year (i.e., the Initial Expiration Date). Tenant shall exercise the Second Parcel B Expansion Option, if at all, by delivering to Landlord within the Second Parcel B Expansion Option Period a written notice (the "SECOND PARCEL B EXPANSION NOTICE") stating that Tenant is thereby unconditionally exercising the Second Parcel B Expansion Option. Tenant's failure for any reason whatsoever, whether or not within Tenant's control, to timely deliver the Second Parcel B Expansion Option Notice to Landlord within the Second Parcel B Expansion Option Period shall constitute Tenant's irrevocable election not to exercise the Second Parcel B Expansion Option and its irrevoca ble waiver and release thereof, and shall automatically and without any notice or any grace or cure period result in the permanent and complete expiration, lapsing and termination of such Option. If Tenant has not duly exercised the First Parcel B Expansion Option, then failure to pay the required $90,000.00 sum on the first day of any Lease Year within the Second Parcel B Expansion Option Period (without any extensions, notices or grace periods except as is expressly provided, with respect to the Offer Space. If Landlord first of such payments only, in SECTION 45.13 hereinbelow) shall wish result in an automatic, immediate and permanent lapse and termination of the Second Parcel B Expansion Option (but such lapse and termination shall not, by itself, terminate, diminish or affect in any way Tenant's obliga tion to lease pay all Impositions for or relating to Parcel B unless and until the Offer Space on terms and conditions different from those contained precedent to the termination of such obligations, as set out elsewhere in the Offerthis Lease, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice occurred and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectbeen satisfied).
Appears in 1 contract
Sources: Lease Agreement (Coach Inc)
Exercise. Provided (a) This Warrant may be exercised by the Registered Holder by surrendering this Lease shall then be Warrant, along with the purchase form appended hereto as Exhibit A duly executed and completed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate by notice in full force and effect and Tenant shall not be writing to the Registered Holder, accompanied by either (i) cash or certified cashier’s check payable to the Company (or wire transfer of immediately available funds), in default hereunder beyond any applicable notice and grace periodlawful money of the United States, Tenant may of the Exercise Price payable in respect of the number of Warrant Shares purchased upon such exercise its right to lease (the Offer Space by “AGGREGATE EXERCISE PRICE”) or (ii) a written notice to Landlord within 5 the Company that the Registered Holder is exercising this Warrant on a “cashless” exercise basis by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon such exercise of the Warrant which when multiplied by the Fair Market Value of the Common Stock is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant).
(b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “EXERCISE DATE”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.
(c) Within ten (10) days after the date of the Offer Noticeexercise of this Warrant, the time Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involving the issuance and delivery of any such certificate upon exercise in a name other than that of the giving Registered Holder. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and arising from the issuance or exercise of this Warrant, or any ad valorem property or intangible tax assessed against the Registered Holder. If this Warrant shall be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Registered Holder to purchase the balance of the Warrant Shares purchasable hereunder.
(d) The Company shall reasonably assist and cooperate with any Registered Holder required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company).
(e) Notwithstanding any other provision of this Warrant, if the exercise of all or any portion of this Warrant is to be made in connection with a registered public offering, a sale of the Company or any other transaction or event, such exercise may, at the election of the Registered Holder, be conditioned upon consummation of such notice to be of the essence of this Paragraph, in which transaction or event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord such exercise shall not be obligated to deliver possession deemed effective until the consummation of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force such transaction or effectevent.
Appears in 1 contract
Sources: Warrant Agreement (Annuity & Life Re (Holdings), Ltd.)
Exercise. Provided The Purchase Option may be exercised by HNRC, at its -------- sole and absolute discretion, at any time during the Option Period. As used in this Agreement, the "Option Period" means a four month period commencing upon the termination, expiration or surrender of the SFPMC Lease in its entirety. HNRC shall then be exercise the Purchase Option (if it elects, in full force its sole and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace periodabsolute discretion, Tenant may exercise its right to lease the Offer Space do so) by providing written notice of exercise to Landlord Hospah and SFPMC within 5 days after the date of Option Period. The notice shall specify the Offer Notice, Option Property with respect to which HNRC has elected to exercise the time of Purchase Option (the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer"Selected Option Property"). In the event that Tenant fails the Selected Option Property is a parcel or parcels of real property, neither Hospah nor SFPMC shall be obligated to accept convey such property unless such conveyance may be made in compliance with (or pursuant to a waiver from) the offer contained Subdivision Map Act. HNRC may, at its election, take such measures as are necessary to sub-divide the option Property so that the Selected Option Property may be conveyed in compliance with the Subdivision Map Act or may seek a waiver of such compliance. All actions taken in respect of such proposed sub-division or waiver, .whether in the Offer Notice within such 5 day period name of HNRC, Hospah, or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant SFPMC shall be deemed at the sole cost, risk and expense of HNRC. Upon request and subject to have waived its rights under this Paragraph the direction of HNRC, Hospah and SFPMC shall cooperate in all reasonable ways and take all such reasonable actions, including without limitation the execution and filing of additional documents, instruments or maps, as may be necessary or helpful to lease the Offer Spaceassist HNRC in such endeavors, Landlord provided that neither Hospah nor SFPMC shall be required to pay any out-of-pocket cost or expense in connection therewith. HNRC shall have the absolute right to lease too exercise the Offer Space Purchase Option with respect to any other person Improvement owned by Hospah or entity on any same terms and conditionsSFPMC, in which case Tenant shall have no further rights even if HNRC elects not to exercise the Purchase Option with respect to the Offer Spacereal property upon which the Improvement at issue is situated. If Landlord In that circumstance, HNRC shall wish have a reasonable period of time following the Option Closing (not to lease exceed 12 months) in which to remove the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant Improvement. HNRC shall have the further right to accept enter upon the new Offer pursuant to the terms Hospah Owned Property for purposes of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectsuch removal.
Appears in 1 contract
Sources: Mineral Lease and Landfill Facilities Lease Agreement (Western Goldfields Inc)
Exercise. Provided Subject to Section 10, this Lease Warrant may be converted or exercised by Holder, in whole or in part (but not for less than 10% of the Warrant Shares issuable under this Warrant, or the remaining Warrant Shares, if less than such amount), at any time and from time to time by surrender of this Warrant, together with the form of subscription at the end hereof duly executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by check payable to the order of the Company, in the amount of the aggregate Purchase Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, the Holder shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its have the right to lease require the Offer Space Company to convert this Warrant, in whole or in part and at any time or times (the "Conversion Right"), into Warrant Shares, by written surrendering this Warrant to the Company accompanied by the form conversion notice to Landlord within 5 days after (in the date form attached hereto as Exhibit B) which has been duly completed and signed. Upon exercise of the Offer NoticeConversion Right, the Company shall deliver to the Holder (WITHOUT payment by the Holder of any Purchase Price) that number of Warrant Shares which is equal to the quotient obtained by dividing (x) the value this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised determined by subtracting the aggregate Purchase Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the giving of such notice to be Conversion Right from the aggregate current market price (determined on the basis of the essence Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this ParagraphWarrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any Warrants, in which event Landlord and Tenant the use of the term "exercise" herein, shall enter into a amendment be deemed to include (without limitation) any exercise of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the OfferConversion Right. In the event that Tenant fails this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to accept such partial exercise, and the offer contained Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the Offer Notice within name of Holder, reflecting such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectadjusted Warrant Shares.
Appears in 1 contract
Sources: Warrant Agreement (Tweeter Home Entertainment Group Inc)
Exercise. Provided this Lease shall then (a) This Warrant may be exercised by the Holder hereof in full force or in part at any time or from time to time during the exercise period specified in the first paragraph hereof until the Expiration Date by surrender of this Warrant and effect the subscription form annexed hereto (duly executed) by such Holder, to the Company at its principal office, accompanied by payment, in cash or by certified or official bank check payable to the order of the Company in the amount obtained by multiplying (a) the number of shares of Common Stock designated by the Holder in the subscription form by (b) the Purchase Price then in effect. On any partial exercise the Company will forthwith issue and Tenant shall not be deliver to or upon the order of the Holder hereof a new Warrant or Warrants of like tenor, in default hereunder beyond the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable notice and grace periodtransfer taxes) may request, Tenant may exercise its right to lease providing in the Offer Space by written notice to Landlord within 5 days after aggregate on the date face or faces thereof for the purchase of the Offer Noticenumber of shares of Common Stock for which such Warrant or Warrants may still be exercised.
(b) Notwithstanding any other provision of this Warrant, in no event shall GFL Advantage Fund Limited ("GFL") be entitled at any time to purchase a number of shares of Common Stock on exercise of this Warrant in excess of that number of shares upon purchase of which the sum of (1) the number of shares of Common Stock beneficially owned by GFL and any person whose beneficial ownership of shares of Common Stock would be aggregated with GFL's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulation 13D-G thereunder, (each a "GFL Person" and collectively, the time "GFL Persons") (other than shares of Common Stock deemed beneficially owned through the ownership of the giving unexercised portion of such notice to be this Warrant, unconverted shares of Series G Convertible Preferred Stock, $.01 par value, of the essence Company beneficially owned by all GFL Persons and other rights to acquire shares of Common Stock which contain limitations similar to this Section 1.1(b)) and (2) the number of shares of Common Stock issuable upon exercise of the portion of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights Warrant with respect to which the Offer Spacedetermination in this sentence is being made, would result in beneficial ownership by any GFL Person of more than 4.9% of the outstanding shares of Common Stock. If Landlord For purposes of the immediately preceding sentence, beneficial ownership shall wish be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the immediately preceding sentence. For purposes of the second preceding sentence, the Company shall be entitled to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Noticerely, and Tenant shall have the further right to accept the new Offer pursuant be fully protected in relying, on any statement or representation made by Genesee to the terms Company in connection with a particular exercise of this section. Notwithstanding Tenant's acceptance Warrant, without any obligation on the part of the Offer pursuant Company to make any inquiry or investigation or to examine its records or the terms records of this Paragraph, Landlord shall not be obligated to deliver possession of any transfer agent for the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectCommon Stock.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Palomar Medical Technologies Inc)
Exercise. Provided this Lease shall then Subject to the provisions of Sections 5 and 8, the Warrants, when evidenced by a Warrant Certificate, may be exercised at a price (the "Exercise Price") of $_______ per share of Common Stock in full force and effect and Tenant shall not be whole or in default hereunder beyond part at any applicable notice and grace period, Tenant may exercise its right to lease time during the Offer Space by written notice to Landlord within 5 days after period (the date "Exercise Period") commencing upon the Effective Date of the Offer NoticeRegistration Statement to be filed by the Company for sale under the Securities Act of 1933, as amended (the time "Securities Act") the Warrants and Warrant Shares (the "Exercise Date"), and ending at 5:00 o'clock p.m. Mountain Time on the _____ day of _______________, 2003 ("Expiration Date") The Company shall promptly notify the Warrant Agent of any such extension of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the OfferExercise Period. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant A Warrant shall be deemed to have waived been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with payment to the Warrant Agent at its rights under this Paragraph to lease corporate offices located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions"Corporate Office"), in which case Tenant shall have no further rights with respect cash or by official bank or certified check, of an amount equal to the Offer Spaceaggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the person to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. Upon the receipt of any Warrant for exercise as set forth herein, the Warrant Agent shall promptly verbally notify the Company, with confirmation in writing of such fact, of the name and address of the exercising Registered Holder and of the number of Warrant Shares to be delivered upon such exercise. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 5 have been satisfied as of the Exercise Date. If Landlord any one of the conditions set forth in Section 5 are not satisfied as of the Exercise Date, the Warrant Agent shall wish request written instructions from the Company as to lease whether to return the Offer Space on terms Warrant and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant Exercise Price to the terms of this sectionexercising Registered Holder or to hold the same until all such conditions have been satisfied. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord The Company shall not be obligated to deliver possession issue any fractional shares interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the Offer Space to Tenant if, aggregate number of full shares issuable on such exercise. Within thirty (30) days after the Exercise Date and in any event prior to delivery the Expiration Date, pursuant to a Stock Transfer Agreement dated July 5, 1991, between the Company and Warrant Agent, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of possession Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the Offer Spacenumber of Warrant Shares delivered and shall cause payment of an amount in cash equal to the Exercise Price to be promptly made to the order of the Company. The parties contemplate such payments will be made by the Warrant Agent to the Company on a weekly basis and will consist of collected funds only. The Warrant Agent shall hold any proceeds collected and not yet paid to the Company in a federally insured account at all times relevant hereto. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, Tenant and the Company shall not be in Default hereunder beyond affected by any applicable notice and grace period, in which event to the contrary. The Warrants shall not entitle the holder thereof to any of the rights of Tenant hereunder shareholders or to any dividend declared on the Common Stock unless the holder shall terminate have exercised the Warrants and be purchased the shares of no further force Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to such dividend or effectother right.
Appears in 1 contract
Sources: Warrant Agreement (Cell Robotics International Inc)
Exercise. Provided (a) This Warrant may be exercised by the Registered Holder by surrendering this Lease Warrant, along with the purchase form appended hereto as Exhibit A duly executed and completed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate by notice in writing to the Registered Holder, accompanied by cash or certified cashier’s check payable to the Company (or wire transfer of immediately available funds), in lawful money of the United States, of the Exercise Price payable in respect of the number of Warrant Shares purchased upon such exercise (the “Aggregate Exercise Price”).
(b) Each exercise of this Warrant shall then be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in full force and effect and Tenant Section 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall not be issuable upon such exercise as provided in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right Section 1(c) below shall be deemed to lease have become the Offer Space holder or holders of record of the Warrant Shares represented by written notice to Landlord within 5 such certificates.
(c) Within ten (10) days after the date of the Offer Noticeexercise of this Warrant, the time Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 2 hereof. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and arising from the issuance or exercise of this Warrant, or any ad valorem property or intangible tax assessed against the Registered Holder.
(d) The Company shall use its best efforts to assist and cooperate with the Registered Holder to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company).
(e) Notwithstanding any other provision of this Warrant, if the exercise of all or any portion of this Warrant is to be made in connection with a registered public offering, a sale of the giving Company or any other transaction or event, such exercise may, at the election of the Registered Holder, be conditioned upon consummation of such notice to be of the essence of this Paragraph, in which transaction or event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord such exercise shall not be obligated to deliver possession deemed effective until the consummation of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force such transaction or effectevent.
Appears in 1 contract
Exercise. Provided (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Lease shall then be Warrant, along with the purchase form appended hereto as Exhibit A duly executed and completed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate by notice in full force and effect and Tenant shall not be writing to the Registered Holder, accompanied by either (i) cash or certified cashier’s check payable to the Company (or wire transfer of immediately available funds), in default hereunder beyond any applicable notice and grace periodlawful money of the United States, Tenant may of the Exercise Price payable in respect of the number of Warrant Shares purchased upon such exercise its right to lease (the Offer Space by “Aggregate Exercise Price”); or (ii) a written notice to Landlord within 5 days after the date Company that the Registered Holder is exercising this Warrant on a “cashless” exercise basis by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon such exercise of the Offer Notice, Warrant which when multiplied by the time Fair Market Value of the giving of Common Stock is equal to the Aggregate Exercise Price (and such notice to withheld shares shall no longer be of the essence issuable under this Warrant).
(b) Each exercise of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Warrant shall be deemed to have waived its rights under been effected immediately prior to the close of business on the day on which this Paragraph to lease the Offer Space, Landlord Warrant shall have been surrendered to the absolute Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.
(c) Promptly after the date of exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involving the issuance and delivery of any such certificate upon exercise in a name other than that of the Registered Holder and the Company shall not be required to issue or deliver certificates until the person or person requesting the issuance thereof shall have paid the Company the amount of tax or shall have established to the Company that such tax has been paid. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and arising from the issuance or exercise of this Warrant, or any ad valorem property or intangible tax assessed against the Registered Holder.
(d) The Company shall use commercially reasonable efforts to assist and cooperate with any Registered Holder required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company), at the Company’s expense.
(e) Notwithstanding any other provision of this Warrant, if the exercise of all or any portion of this Warrant is to be made in connection with a sale of the Company or any other transaction or event, such exercise may, at the election of the Registered Holder, be conditioned upon consummation of such transaction or event in which case such exercise shall not be deemed effective until the consummation of such transaction or event.
(f) Notwithstanding any other provision of this Warrant, the right to lease exercise this Warrant shall terminate prior to the Offer Space expiration of the Exercise Period upon the first to occur of any of the following (each, a “Liquidity Event”): (i) any consolidation or merger of the Company with or into any other person corporation or other entity on or entity, or any same terms and conditionsother corporate reorganization or recapitalization, in which case Tenant shall have no further rights with respect the stockholders of the Company immediately prior to such consolidation, merger, reorganization, or any similar corporate transaction, own less than fifty percent (50%) of the Offer Space. If Landlord shall wish Company’s voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to lease which the Offer Space Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of the Company; or (ii) (A) a sale, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its subsidiaries on terms and conditions different from those contained a consolidated basis to a third party in any transaction or series of related transactions; or (B) the Offerexclusive license of all or substantially all of the intellectual property of the Company to a third party in any transaction or a series of related transactions; provided, Landlord shall give Tenant a new Offer Noticehowever, and Tenant shall have that the further right to accept the new Offer pursuant to the terms foregoing clause (ii) of this section. Notwithstanding Tenant's acceptance Section shall not apply to an encumbrance of all or substantially all of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be Company’s property or business solely in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectconnection with a debt financing.
Appears in 1 contract
Exercise. Provided this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after the date of the Offer Notice, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions The purchase rights set forth in this Agreement are exercisable by the OfferWarrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2, by tendering to the Company at its principal office a notice of exercise in substantially the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and executed. In Promptly upon receipt of the Notice of Exercise and the payment of the Purchase Price in accordance with the terms set forth below, and in no event later than ten (10) days thereafter (provided, that, in the event that Tenant fails the Warrant Shares are traded on a U.S. securities exchange, no later than two (2) trading days thereafter), the Company shall issue or cause to accept be issued to the offer contained Warrantholder a certificate for the number of Warrant Shares purchased and shall execute the acknowledgment of exercise in the Offer Notice within such 5 day period or fails form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to execute an Amendment modifying future purchases, if any. Each exercise of this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Warrant shall be deemed to have waived its rights been effected immediately prior to the close of business on the day on which the Notice of Exercise and payment of the Purchase Price shall have been delivered to the Company as provided in this Section 3. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check or (ii) by surrender of all or a portion of the Warrant for Warrant Shares to be exercised under this Paragraph to lease Agreement and, if applicable, an amended Agreement representing the Offer Spaceremaining number of shares purchasable hereunder, Landlord as determined below (“Net Issuance”); provided, however, that Warrantholder shall have not exercise by cash, and may only exercise by Net Issuance, during the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect period beginning 28 days prior to the Offer Spacesubmission of a listing application to HKSE relating to a Hong Kong IPO through the earlier of the consummation or abandonment of such Hong Kong IPO. If Landlord shall wish the Warrantholder elects the Net Issuance method, the Company will issue Warrant Shares in accordance with the following formula: X = Y(A-B) Where: X = the number of Warrant Shares to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant be issued to the terms Warrantholder. Y = the number of Warrant Shares requested to be exercised under this sectionAgreement. Notwithstanding Tenant's acceptance A = the fair market value of one (1) Warrant Share at the Offer pursuant to the terms time of this Paragraph, Landlord shall not be obligated to deliver possession issuance of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectsuch Warrant Shares.
Appears in 1 contract
Exercise. Provided (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Lease shall then be Warrant, along with the purchase form appended hereto as Exhibit A duly executed and completed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate by notice in full force and effect and Tenant shall not be writing to the Registered Holder, accompanied by either (i) cash or certified cashier’s check payable to the Company (or wire transfer of immediately available funds), in default hereunder beyond any applicable notice and grace periodlawful money of the United States, Tenant may of the Exercise Price payable in respect of the number of Warrant Shares purchased upon such exercise its right to lease (the Offer Space by “Aggregate Exercise Price”); or (ii) a written notice to Landlord within 5 days after the date Company that the Registered Holder is exercising this Warrant on a “cashless” exercise basis by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon such exercise of the Offer Notice, Warrant which when multiplied by the time Fair Market Value (as defined below) of the giving of Common Stock is equal to the Aggregate Exercise Price (and such notice to withheld shares shall no longer be of the essence issuable under this Warrant).
(b) Each exercise of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Warrant shall be deemed to have waived its rights under been effected immediately prior to the close of business on the day on which this Paragraph to lease the Offer Space, Landlord Warrant shall have been surrendered to the absolute Company as provided in Section 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in Section 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.
(c) Promptly after the date of exercise of this Warrant, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involving the issuance and delivery of any such certificate upon exercise in a name other than that of the Registered Holder and the Company shall not be required to issue or deliver certificates until the person or person requesting the issuance thereof shall have paid the Company the amount of tax or shall have established to the Company that such tax has been paid. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and arising from the issuance or exercise of this Warrant, or any ad valorem property or intangible tax assessed against the Registered Holder.
(d) The Company shall use commercially reasonable efforts to assist and cooperate with any Registered Holder required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company), at the Company’s expense.
(e) Notwithstanding any other provision of this Warrant, if the exercise of all or any portion of this Warrant is to be made in connection with a sale of the Company or any other transaction or event, such exercise may, at the election of the Registered Holder, be conditioned upon consummation of such transaction or event in which case such exercise shall not be deemed effective until the consummation of such transaction or event.
(f) The Company shall not effect any exercise of this Warrant, and the Registered Holder shall not have the right to lease exercise any portion of this Warrant, to the Offer Space extent that after giving effect to such issuance after exercise as set forth in the purchase form appended hereto as Exhibit A, the Registered Holder (together with the Registered Holder’s Affiliates (as defined below), and any other person or entity acting as a group together with the Registered Holder or any of the Registered Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Registered Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Registered Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other securities exercisable or exchangeable for or convertible into Common Stock) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Registered Holder or any same terms of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and conditionsthe rules and regulations promulgated thereunder, it being acknowledged by the Registered Holder that the Company is not representing to the Registered Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Registered Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 1(f) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Registered Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Registered Holder, and the submission of the purchase form appended hereto as Exhibit A shall be deemed to be the Registered Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Registered Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in which each case Tenant subject to the Beneficial Ownership Limitation, and the Company shall have no further rights obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with respect Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(f), in determining the number of outstanding shares of Common Stock, a Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent periodic or annual report, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Registered Holder, the Company shall within three (3) business days confirm orally and in writing to the Offer SpaceRegistered Holder the number of shares of Common Stock then outstanding. If Landlord In any case, the number of outstanding shares of Common Stock shall wish be determined after giving effect to lease the Offer Space on terms conversion or exercise of securities of the Company, including this Warrant, by the Registered Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.9% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. By written notice to the Company, the Registered Holder may at any time and conditions different from those contained time to time increase or decrease the Beneficial Ownership Limitation to any other percentage specified in such notice (or specify that the OfferBeneficial Ownership Limitation shall no longer be applicable), Landlord provided, however, that (A) any such increase (or inapplicability) shall give Tenant a new Offer Noticenot be effective until the sixty-first (61st) day after such notice is delivered to the Company, and Tenant (B) any such increase or decrease shall have apply only to the further right Registered Holder and not to accept the new Offer pursuant to any other holder of Company Warrants (as defined below). The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this sectionSection 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding Tenant's acceptance of the Offer pursuant The limitations contained in this paragraph shall apply to the terms a successor holder of this ParagraphWarrant. For purposes hereof, Landlord shall not “Affiliate” means any person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person, as such terms are used in and construed under Rule 405 under the Act. With respect to a Registered Holder, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Registered Holder will be obligated deemed to deliver possession be an Affiliate of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectsuch Registered Holder.
Appears in 1 contract
Exercise. Provided this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 (a) Within twenty (20) days after the date of delivery of the Offer NoticeSale Notice (the “Company First Refusal Deadline”), the time Company may make an offer to purchase any number of the giving of such notice to be of Subject Shares at the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions price set forth in the OfferSale Notice by delivering to the Prospective Selling Shareholder a written notice (the “Company First Refusal Notice”) of such offer specifying a number of Subject Shares offered to be purchased from the Prospective Selling Shareholder. In The Company shall deliver a copy of the event Company First Refusal Notice to each First Refusal Holder at the time it delivers the Company First Refusal Notice to the Prospective Selling Shareholder. On the second (2nd) Business Day following the Company First Refusal Deadline, if by such date the Company has not delivered a Company First Refusal Notice to the Prospective Selling Shareholder indicating that Tenant fails the Company has agreed to accept purchase all of the offer contained Subject Shares at the price set forth in the Offer Sale Notice, the Prospective Selling Shareholder shall deliver a written notice to each First Refusal Holder indicating that the Company has not offered to purchase any of the Subject Shares.
(b) Within thirty (30) days after the date of delivery of the Sale Notice within (the “First Refusal Deadline”), each First Refusal Holder may make an offer to purchase any number of the Subject Shares at the price set forth in the Sale Notice by delivering a written notice (the “First Refusal Notice”) of such 5 day period offer specifying a number of Subject Shares offered to be purchased from the Prospective Selling Shareholder (each such Person delivering such notice, a “First Refusal Purchaser”).
(c) The receipt of consideration by any Prospective Selling Shareholder selling Shares as payment for the Transfer of such Shares pursuant to this Section 4.3.2 shall be deemed a representation and warranty by such Prospective Selling Shareholder that: (i) such Prospective Selling Shareholder has full right, title and interest in and to such Shares; (ii) such Prospective Selling Shareholder has all necessary power and authority and has taken all necessary action to sell such Shares as contemplated by this Section 4.3.2; and (iii) such Shares are free and clear of any and all liens or fails to execute an Amendment modifying this Lease to incorporate encumbrances other than any arising as a result of the terms and conditions contained in of this Agreement.
(d) Each Person not delivering a Company First Refusal Notice or First Refusal Notice that complies with the Offer within 5 days after such Amendment has been delivered to Tenantabove requirements, Tenant including the applicable time periods, shall be deemed to have waived its all of such Person’s rights to purchase such Shares under this Paragraph Section 4.3.2, and the Prospective Selling Shareholder shall thereafter be free to lease Sell the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect Subject Shares to the Offer Space. If Landlord shall wish to lease Company, First Refusal Purchasers and/or any Prospective Buyer, at a purchase price no less than the Offer Space on terms and conditions different from those contained price set forth in the Offer, Landlord shall give Tenant a new Offer Sale Notice, and Tenant shall have the without any further right obligation to accept the new Offer such Person pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectSection 4.3.
Appears in 1 contract
Sources: Shareholder Agreement (Avago Technologies Manufacturing (Singapore) Pte. Ltd.)
Exercise. Provided this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days (i) For a period of ten (10) Business Days after the date of the Offer Notice, the time of the giving of such notice the New Issuance Notice pursuant to be Section 8.5(a), each of the essence of this ParagraphPreemptive Rightholders shall have the right, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenantbut not the obligation, to incorporate purchase up to its Proportionate Percentage of the New Securities, at a purchase price equal to the Proposed Price and upon the same terms and conditions set forth in the OfferNew Issuance Notice. In Each such Preemptive Rightholder shall have the event right to purchase up to that Tenant fails percentage of the New Securities determined by dividing (x) the total number of Units then owned by such Preemptive Rightholder exercising its rights under this Section 8.5(b) by (y) the total number of Units owned by all of the Preemptive Rightholders (the “Proportionate Percentage”; provided, that, for purposes of calculating each Proportionate Percentage, any Units issued or issuable to accept a Preemptive Rightholder pursuant to an Equity Incentive Plan shall be excluded from such calculation).
(ii) The right of each Preemptive Rightholder to purchase the offer contained New Securities under clause (i) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the ten (10) Business Day period referred to in Section 8.5(b)(i) to the Offer Notice Company or its applicable Subsidiary, which notice shall state the amount of New Securities that such Preemptive Rightholder elects to purchase pursuant to Section 8.5(b)(i). The failure of a Preemptive Rightholder to respond within such 5 day ten (10) Business Day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived be a waiver of such Preemptive Rightholder’s rights under Section 8.5(b)(i); provided, that each Preemptive Rightholder may waive its rights under Section 8.5(b)(i) prior to the expiration of such ten (10) Business Day period by giving written notice to the Company or the applicable Subsidiary.
(iii) If any Preemptive Rightholder does not fully subscribe for the number or amount of New Securities that it, she or he is entitled to purchase pursuant to Section 8.5(b)(i), then the Company shall (or shall cause its applicable Subsidiary to) offer to each fully participating Preemptive Rightholder which elected to purchase New Securities, by written notice to each such Preemptive Rightholder (an “Excess New Securities Notice”), the right to purchase that percentage of the remaining New Securities not so subscribed for (for the purposes of this Section 8.5(b)(iii), the “Excess New Securities”) determined by dividing (x) the total number of Units then owned by such fully participating Preemptive Rightholder by (y) the total number of Units then owned by all fully participating Preemptive Rightholders who elected to purchase Excess New Securities (excluding, in the case of both clauses (x) and (y), Units issued or issuable to a Preemptive Rightholder pursuant to an Equity Incentive Plan). The right of each such Preemptive Rightholder to purchase the Excess New Securities under the immediately preceding sentence shall be exercisable by delivering written notice of the exercise thereof, within five (5) Business Days following the date of the Excess New Securities Notice, to the Company or its applicable Subsidiary, which notice shall state the amount of Excess New Securities that such Preemptive Rightholder elects to purchase pursuant to this Section 8.5(b)(iii). The failure of a Preemptive Rightholder to respond within such five (5) Business Day period shall be deemed to be a waiver of such Preemptive Rightholder’s rights under this Section 8.5(b)(iii); provided, that each Preemptive Rightholder may waive its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect Section 8.5(b)(iii) prior to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant expiration of such five (5) Business Day period by giving written notice to the terms of this section. Notwithstanding Tenant's acceptance of Company or the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectSubsidiary.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Internap Corp)
Exercise. Provided this Lease shall then (a) Each of the Warrants may be in full force and effect and Tenant shall not be in default hereunder beyond exercised at any applicable notice and grace period, Tenant may exercise its right time or from time to lease time on or after the Offer Space by written notice to Landlord within 5 days after Closing Date until the tenth (10th) anniversary of the date of this Agreement, on any day that is a Business Day, for all or any part of the Offer Noticenumber of Issuable Warrant Shares purchasable upon its exercise. In order to exercise any Warrant, in whole or in part, the time Holder will deliver to the Company at the address designated by the Company pursuant to Section 6.06, (i) a written notice of such Holder's election to exercise its Warrant, which notice will specify the number of Issuable Warrant Shares to be purchased pursuant to such exercise, (ii) payment of the giving Exercise Price, in an amount equal to the aggregate purchase price for all Issuable Warrant Shares to be purchased pursuant to such exercise, and (iii) the Warrant. Such notice will be substantially in the form of the Subscription Form appearing at the end of the Warrants. Upon receipt of such notice notice, the Company will, as promptly as practicable, and in any event within three (3) Business Days, execute, or cause to be executed, and deliver to such Holder a certificate or certificates representing the aggregate number of the essence full shares of Common Stock and Other Securities issuable upon such exercise, as provided in this Paragraph, Agreement. The stock certificate or certificates so delivered will be in which event Landlord such denominations as may be specified in such notice and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth will be registered in the Offername of such Holder, or such other name as designated in such notice. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall A Warrant will be deemed to have waived its rights under this Paragraph been exercised, such certificate or certificates will be deemed to lease the Offer Spacehave been issued, Landlord shall have the absolute right to lease the Offer Space to and such Holder or any other person Person so designated or entity on any same terms named in such notice will be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the Exercise Price and conditionsthe Warrant, is received by the Company. If the Warrant has been exercised in which case Tenant shall have no further part, the Company will, at the time of delivery of such certificate of certificates, deliver to such Holder a new Warrant evidencing the rights of such Holder to purchase a number of Issuable Warrant Shares with respect to which the Offer SpaceWarrant has not been exercised, which new Warrant will, in all other respects, be identical with the Warrants, or, at the request of such Holder, appropriate notation may be made on the Warrant and the Warrant returned to such Holder.
(b) Payment of the Exercise Price will be made, at the option of the Holder, by (i) company or individual check or certified or official bank check, (ii) cancellation of any debt owed by the Company to the Holder or (iii) cancellation of Warrants, valued at Fair Market Value. If Landlord shall wish the Holder surrenders a combination of cash or cancellation of any debt owed by the Company to lease the Offer Space on terms and conditions different from those contained in Holder of Warrants, the Offer, Landlord shall give Tenant a new Offer NoticeHolder will specify the respective number of shares of Common Stock to be purchased with each form of consideration, and Tenant shall have the further right foregoing provisions will be applied to accept each form of consideration with the new Offer pursuant same effect as if the Warrant were being separately exercised with respect to each form of consideration; provided, however, that a Holder may designate that any cash to be remitted to a Holder in payment of debt be applied, together with other monies, to the terms of this section. Notwithstanding Tenant's acceptance exercise of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession portion of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectWarrant being exercised for cash.
Appears in 1 contract
Sources: Warrant Purchase Agreement (Massic Tool Mold & Die Inc)
Exercise. Provided this Lease shall then Subject to the provisions of Sections 4 and 7, the Warrants, when evidenced by a Warrant Certificate, may be exercised in full force and effect and Tenant shall not be whole or in default hereunder beyond part at any applicable notice and grace periodtime during the period (the "Exercise Period") commencing on _______________, Tenant may exercise its right to lease 2006 (the Offer Space "Exercise Date") until ________________, 2008 (the "Warrant Expiration Date", unless extended by written notice to Landlord within 5 days after the date a majority vote of the Offer NoticeCompany's Board of Directors, but in no event after such extended expiration date. The Company shall promptly notify the time Warrant Agent and the Registered Holders of any such extension of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the OfferExercise Period. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant A Warrant shall be deemed to have waived been exercise immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and shall be delivered, together with payment therefore, to the Company at its rights under this Paragraph to lease corporate offices located at 711 S. Carson Stree▇, ▇▇▇▇▇ #▇, Carson City, NV, 89701 (the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions"Corporate Office"), in which case Tenant shall have no further rights with respect cash or by official bank or certified check, in an amount equal to the Offer Spaceaggregate Exercise Price, in lawful money. If Landlord Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall wish to lease be treated for all purposes as the Offer Space holder of such Warrant Shares as of the close of business on terms and the Exercise Date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant precedent to the terms issuance of this section. Notwithstanding Tenant's acceptance Warrant Shares set forth in Section 4 have been satisfied as of the Offer pursuant to the terms of this Paragraph, Landlord Exercise Date. The Company shall not be obligated to deliver possession issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant, or scrip or cash therefor, and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the Offer Space to Tenant if, aggregate number of full Shares issuable on such exercise. Within thirty (30) days after the Exercise Date and in any event prior to delivery the Expiration Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a ertificate or certificates for the number of possession Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends, if any, on Warrant Shares delivered on exercise of any Warrant. The Company may deem and treat the Registered Holders of the Offer SpaceWarrants as he absolute owners thereof for all purposes, Tenant and the Company shall not be in Default hereunder beyond affected by any applicable notice and grace period, in which event to the contrary. The Warrants shall not entitle the holders thereof to any of the rights of Tenant hereunder shareholders or to any dividends declared on the Common Stock unless the Registered Holder shall terminate have exercised the Warrants and be purchased Shares of no further force Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to any such dividend or effectother rights.
Appears in 1 contract
Exercise. Provided this Lease shall then be in full force and effect and If the Tenant wishes to exercise the Expansion Option, the Tenant shall not be in default hereunder beyond any applicable give notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after the date of the Offer Tenant's election (the "EXERCISE NOTICE") on or before July 1, 2000 to the Landlord and to Polaroid Corporation at both 784 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇n: General Counsel and 920 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇tn: Davi▇ ▇▇▇▇▇▇▇. ▇▇ the Tenant timely gives the Exercise Notice, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and the Tenant shall enter into a written amendment to this Lease incorporating the First Expansion Space (as hereinafter defined) into the Premises demised hereunder within fifteen (15) days following the Landlord's delivery to the Tenant of such written amendment, which shall provide:
(i) the First Expansion Space shall be demised to the Tenant commencing July 1, 2001 (the "FIRST EXPANSION COMMENCEMENT DATE"), and the Landlord shall deliver the First Expansion Space to the Tenant on such date;
(ii) the First Expansion Space shall be leased by the Tenant in its "As Is" condition, without any tenant improvements or allowance or consideration therefor made by the Landlord;
(iii) the Annual Fixed Rent for the Expansion Space shall be the Fair Rental Value (determined as otherwise provided in Section 2.5 hereof) of the First Expansion Space for the remainder of the then applicable Term and shall be adjusted to its then Fair Rental Value as of the commencement of any subsequent Extended Term, pursuant to SECTION 2.5. If the determination of Fair Rental Value has not been made at the time the amendment is entered into, the amendment may provide for future determination as hereinafter provided;
(iv) the Tenant shall pay Additional Rent for the First Expansion Space equal on a per rentable square foot basis to the Additional Rent payable for the balance of the Premises;
(v) the First Expansion Space shall be leased to the Tenant for a term commencing on the First Expansion Commencement Date and ending on the expiration or earlier termination of the Term of this Lease as it may or may not be extended pursuant to Section 2.5 hereof, and
(vi) the Tenant's lease of the First Expansion Space otherwise shall be on substantially the same terms and conditions applicable to the Premises under this Lease, reasonably acceptable modified by such reasonable provisions as may be necessary to Landlord and Tenant, to incorporate accommodate the terms and conditions set forth fact that the First Expansion Space is in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms multi-tenant building instead of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effecta single tenant building.
Appears in 1 contract
Exercise. Provided this Lease shall then (a) This Warrant may be exercised one or more times, in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease whole or minimum increments of 50,000 shares (or the Offer Space by written notice to Landlord within 5 days after the date balance of the Offer NoticeWarrant), on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the payment of the Exercise Price in lawful money of the United States of America in the form of a wire transfer or certified or official bank check for the Warrant Shares specified in the exercise request. If this Warrant should be exercised in part only, the time Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the giving of such notice Holder hereof to be purchase the balance of the essence Warrant Shares purchasable hereunder. Upon receipt by the Corporation of this Paragraphan exercise request and representations, in which event Landlord and Tenant shall enter into a amendment together with proper payment of this Leasethe Exercise Price, reasonably acceptable to Landlord and Tenantat such office, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Holder shall be deemed to have be the holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Corporation shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. The Corporation shall pay any and all transfer agent fees, documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of the Warrant Shares.
(b) At any time during the period from issuance to expiration of this Warrant (the "Exercise Period"), the Holder may, at its option, exchange this Warrant, (in minimum blocks of 100,000 shares being exchanged unless waived its rights under by the Company), (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Paragraph Section (1)(b), by surrendering this Warrant at the principal office of the Company, accompanied by a written notice stating such Holder's intent to lease effect such exchange, the Offer Spacenumber of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date the Notice of Exchange is received by the Company or such later date as may be specified in the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, Landlord if applicable, a new Warrant of like tenor evidencing the balance of the shares remaining subject to this Warrant, shall have be issued as of the absolute Exchange Date and delivered to the Holder within ten (10) days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to lease subscribe for and acquire the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect number of Warrant Shares (rounded to the Offer Spacenext highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock. If Landlord Current market value shall wish be the average closing sales price for the 5 trading day period prior to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further Exchange Date.
(c) The right to accept purchase 128,241 of the new Offer aggregate of 378,241 Warrant Shares outlined above shall vest and are fully exercisable pursuant to the terms hereof on the date of this sectionagreement. Notwithstanding Tenant's acceptance The balance of the Offer pursuant right to purchase the terms balance of this Paragraph250,000 Warrant Shares shall vest and become exercisable only on or after January 23, Landlord 2002 and shall not further be obligated exercisable only if Hull Capital Corp. is continuing to deliver possession and is able to provide financial consulting and investment advisory services for an additional year as determined in good faith by the Company's board of directors. The balance shall automatically vest unless the Offer Space to Tenant if, Holder is notified in writing prior to delivery of possession of the Offer SpaceJanuary 23, Tenant 2002 that no vesting shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectinure to Holder.
Appears in 1 contract
Exercise. Provided The rights represented by this Lease shall then warrant may be exercised, in full force whole or in part, with respect to one-third (1/3) of the number of shares of Common Stock which the Holder is entitled to purchase under this warrant, at any time beginning on the date hereof and effect and Tenant shall not ending on the third anniversary of the date hereof. Subject to the succeeding sentences of this paragraph, the rights represented by this warrant may be exercised, in default hereunder beyond whole or in part, with respect to the remaining two-thirds (2/3) of the number of shares of Common Stock which the Holder is entitled to purchase under this warrant (the "Remaining Two Thirds"), at any applicable notice and grace period, Tenant may exercise its right to lease time beginning on the Offer Space by written notice to Landlord within 5 earlier of fifteen (15) days after the Stockholder Vote Date or 120 days after the date hereof, and ending on the third anniversary of the Offer Notice, date hereof (where Stockholder Vote Date has the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions meaning set forth in the OfferLoan and Note Purchase Agreement (the "Loan and Note Purchase Agreement"), dated as of April 9, 1999, among the Holder, the Company and eGlobe Financing Corporation, a wholly owned subsidiary of the Company). In Notwithstanding the event that Tenant fails to accept prior sentence, if the offer contained Second Closing (as defined in the Offer Notice Loan and Note Purchase Agreement) occurs, either within such 5 day period 15 days after the Stockholder Vote Date or fails to execute an Amendment modifying this Lease to incorporate subsequently and the terms and conditions contained Note Warrants (as defined in the Offer within 5 days after such Amendment has been delivered Loan and Note Purchase Agreement) are issued to Tenantthe Holder, Tenant shall be deemed to have waived its the rights under represented by this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights warrant with respect to the Offer Space. If Landlord Remaining Two Thirds shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate expire and be of no further force and effect ("Remaining Two Thirds Expiration"). If the rights represented by this warrant to purchase any or effectall of the Remaining Two Thirds are exercised, in whole or in part, prior to the Remaining Two Thirds Expiration, such exercise(s) and any purchase(s) of Common Stock hereunder resulting therefrom shall be rescinded, the exercise price therefor shall be returned to the Holder and the shares of Common Stock issued in such purchases shall be returned to the Company and canceled. The rights represented by this warrant may be exercised by (a) the surrender of this warrant, along with the purchase form attached as Exhibit A (the "Purchase Form"), properly executed, at the address of the Company set forth in section 7.2 (or such other address as the Company may designate by notice in writing to the Holder at its address set forth in section 7.2) and (b) the payment to the Company of the exercise price by check, payable to the order of the Company, for the number of shares of Common Stock specified in the Purchase Form, together with any applicable stock transfer taxes. A certificate representing the shares of Common Stock so purchased and, in the event of an exercise of fewer than all the rights represented by this warrant, a new warrant in the form of this warrant issued in the name of the Holder or its designee(s) and representing a new warrant to purchase a number of shares of Common Stock equal to the number of shares of Common Stock as to which this warrant was theretofore exercisable less the number of shares of Common Stock as to which this warrant shall theretofore have been exercised, shall be delivered to the Holder or such designee(s) as promptly as practicable, but in no event later than three business days, after this warrant shall have been so exercised.
Appears in 1 contract
Exercise. Provided this Lease shall then Subject to the provisions of Sections 4, 7 and 8, the Warrants, when evidenced by a Warrant Certificate, may be exercised at a price (the "Exercise Price") set forth in full force Section 1 hereof, on the basis of one Warrant for one share of Common Stock in whole or in part at any time during the period (the "Exercise Period") commencing on _______,1997, or earlier if so determined by Argent (the "Initial Exercise Date") and effect and Tenant shall not terminating on ______________, 2000 (the "Expiration Date"), unless extended by a majority vote of the Company's Board of Directors at its discretion. Notwithstanding the foregoing, the Argent Warrants will be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after exercisable commencing on the date of their issuance and terminating on the Offer Notice, Expiration Date. The Company shall promptly notify the time Warrant Agent of any such extension of the giving of such notice to be Exercise Period of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the OfferWarrants. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant A Warrant shall be deemed to have waived its rights under this Paragraph been exercised immediately prior to lease the Offer Spaceclose of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with payment to the Warrant Agent at 1825 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Landlord Suite 444, Denver, CO 80202 (the "Corporate Office"), in cash or by official bank or certified check, of an amount equal to the aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall have be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. In addition, Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, pursuant to a Stock Transfer Agreement between the Company and the Warrant Agent, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the Exercise Price to be promptly made to the order of the Company. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of Warrants exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for the Company's use during the Exercise Period. A complete accounting will be made by the Warrant Agent to the Company concerning all persons exercising Warrants, the number of Warrant Shares issued and the amounts paid at the completion of the Exercise Period. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Noticeowner thereof for all purposes, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord Company shall not be obligated affected by any notice to deliver possession the contrary. The Warrants shall not entitle the holder thereof to any of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shareholders or to any dividend declared on the Common Stock unless the holder shall terminate have exercised the Warrants and be purchased the Warrant Shares prior to the record date fixed by the Board of no further force Directors of the Company for the determination of holders of Common Stock entitled to such dividend or effectother right.
Appears in 1 contract
Exercise. Provided (a) For purposes of this Lease Option Agreement, the Option Shares shall then be in full force deemed "Nonvested Shares" unless and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after the date until they have become "Vested Shares" as described below. Twenty-five percent (25%) of the Offer Notice, Option Shares shall become "Vested Shares" on the time second anniversary of the giving of such notice to be Grant Date and seventy-five percent (75%) of the essence Option Shares shall become "Vested Shares" on the third anniversary of this Paragraph, the Grant Date in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate accordance with the terms and conditions set forth in of the OfferPlan. In the event of your death or Permanent Disability, as that Tenant fails to accept the offer contained term is defined in the Offer Notice within such 5 day period Employment Agreement, or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained if CustomerONE terminates your employment without Cause, as that term is defined in the Offer within 5 days Employment Agreement, on or after the second anniversary of the Grant Date, Option Shares that have not become "Vested Shares" shall accelerate and become "Vested Shares" at the rate of 5% of the Option Shares granted hereunder per month, such Amendment has been delivered amount to Tenantbe in addition to scheduled vesting hereunder, Tenant shall be deemed to have waived beginning in the twenty-fifth month following the Grant Date with the balance becoming "Vested Shares" on the third anniversary of the Grant Date. Only upon the occurrence of a Liquidity Event (as hereinafter defined) that results in Onex CustomerONE Holdings LLC ("LLC2") achieving an overall compounded IRR (as hereinafter defined) of 15% on its rights under this Paragraph to lease investment in the Offer SpacePortfolio Company (as hereinafter defined) as at such time, Landlord shall will "Vested Shares" become "Exercisable Shares." Until such time, you will not have the absolute right to lease exercise all or any portion of your Option, whether or not vested. In addition, upon the Offer Space to any other person or entity occurrence of a Liquidity Event that results in LLC2 achieving an overall compounded IRR of 15% on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained its investment in the OfferPortfolio Company as at such time, Landlord shall give Tenant a new Offer Notice, any Option Shares that have not become "Vested Shares" will accelerate and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice immediately become both "Vested Shares" and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effect"Exercisable Shares."
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Clientlogic Corp)
Exercise. Provided this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease 3.1 To the Offer Space by written notice to Landlord within 5 days after extent as allowed under the date of the Offer NoticePRC Laws, the time WFOE shall have the absolute sole discretion as to determine the timing, method and number of the giving times of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. its Exercise.
3.2 In the event that Tenant fails the PRC Laws then in effect allow the WFOE and/or other entity or individual designated by the WFOE to accept hold all the offer contained equity interests in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate Domestic Company, the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord WFOE shall have the absolute right to lease choose to exercise all of its Purchase Option at one time or by installment, pursuant to which the Offer Space to any WFOE and/or other person entity or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to individual designated by the Offer Space. If Landlord shall wish to lease WFOE will purchase all of the Offer Space on terms and conditions different Option Equity Interests from those contained the Existing Shareholders at one time or by installment; in the Offerevent that the PRC Laws then in effect only allow the WFOE and/or other entity or individual designated by the WFOE to hold part of the equity interests in the Domestic Company, Landlord shall give Tenant a new Offer Notice, and Tenant the WFOE shall have the further right to accept determine the new Offer amount of the Transferred Equity Interests which shall not exceed the upper limit of the shareholding percentage as provided by PRC Laws then in effect (the “Shareholding Percentage Cap”), pursuant to which the WFOE and/or other entity or individual designated by the WFOE will purchase such amount of the Transferred Equity Interests from the Existing Shareholders. Under the latter circumstance, with the gradual increase of the Shareholding Percentage Cap allowed under the PRC Laws, the WFOE shall have the right to exercise its Purchase Option for more than one time accordingly, so as to ultimately obtain all of the Option Equity Interests.
3.3 Upon each Exercise, the WFOE shall have the right to determine at its sole discretion the amount of the Transferred Equity Interests that shall be transferred by the Existing Shareholders to the WFOE and/or other entity or individual designated by the WFOE under such Exercise, and the Existing Shareholders shall transfer the Transferred Equity Interests in the amount determined by the WFOE to the WFOE and/or other entity or individual designated by the WFOE. The WFOE and/or other entity or individual designated by the WFOE shall pay the Transfer Price for the acquired Transferred Equity Interests to the Existing Shareholders who sell such Transferred Equity Interests under each Exercise. The WFOE and/or other entity or individual designated by the WFOE shall have the right to offset the Transfer Price by the creditor’s rights held by it against the Existing Shareholders (including but not limited to loans).
3.4 Upon each Exercise, the WFOE may purchase the Transferred Equity Interests on its own or designate any third party to purchase all or part of the Transferred Equity Interests.
3.5 After the WFOE determines to exercise its Purchase Option, it shall deliver a notice on Exercise of Purchase Option to the Existing Shareholders (the “Exercise Notice”, a form of which is set forth in Exhibit I attached hereto). After receiving the Exercise Notice, the Existing Shareholders shall, according to the Exercise Notice, promptly transfer the Transferred Equity Interests to the WFOE and/or other entity or individual designated by the WFOE at one time in the manner as provided in Article 3.3 hereof.
3.6 The Existing Shareholders hereby covenant and guarantee, once the WFOE delivers the Exercise Notice, the Existing Shareholders shall:
(1) promptly adopt written resolutions and carry out all other necessary actions to approve the transfer of all the Transferred Equity Interests to the WFOE and/or other entity or individual designated by the WFOE at the Transfer Price;
(2) promptly execute the equity transfer agreement with the WFOE and/or other entity or individual designated by the WFOE regarding the transfer of all the Transferred Equity Interests to the WFOE and/or other entity or individual designated by the WFOE at the Transfer Price; and
(3) pursuant to the terms WFOE’s request and the provisions of laws and regulations, provide necessary assistance to the WFOE (including the provision and execution of all relevant legal documents, performance of all necessary procedures of government approvals and registrations and all relevant obligations), so as to ensure the WFOE and/or other entity or individual designated by the WFOE can obtain all of the Transferred Equity Interests without legal defects.
3.7 The Existing Shareholders agree that, upon execution of this section. Notwithstanding Tenant's acceptance Agreement, the Existing Shareholders shall each execute a power of attorney (the “Power of Attorney”, form of which is set forth in Exhibit II attached hereto), authorizing in writing any person appointed by the WFOE (the “Authorized Person”) to represent the Existing Shareholders to execute any and all necessary legal documents according to this Agreement, so as to ensure the WFOE and/or other entity or individual designated by the WFOE can obtain all of the Offer pursuant Transferred Equity Interests without legal defects. Such Power of Attorney shall be kept in the WFOE’s custody, and where necessary, the WFOE may request at any time the Existing Shareholders to execute multiple counterparts of such Power of Attorney and submit such to the terms relevant government authorities. Only when the WFOE delivers written notice to the Existing Shareholders requesting replacement of the Authorized Person, shall the Existing Shareholders promptly revoke the authorization to the existing Authorized Person and authorize the Authorized Person otherwise appointed by the WFOE to represent the Existing Shareholders to execute any and all necessary legal documents according to this ParagraphAgreement, Landlord and the new Power of Attorney, once executed, shall supersede the original Power of Attorney; except for the above circumstance, the Existing Shareholders shall not be obligated revoke the Power of Attorney made to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectAuthorized Person.
Appears in 1 contract
Sources: Exclusive Purchase Option Agreement (JIAYUAN.COM International LTD)
Exercise. Provided 1.1 The Holder may exercise of the purchase rights represented by this Lease Class A Warrant, in whole or in part, at any time or times on or after the Warrant Commencement Date and on or before the Warrant Expiration Date by delivery to the Company of a duly executed copy of the Notice of Exercise Form annexed hereto together, on a “cashless basis” which is defined, as follows: On any exercise of this Warrant, in lieu of payment of the aggregate Exercise Price in the manner as specified hereinabove, but otherwise in accordance with the requirements of this Section 1.1, Holder may elect to receive Warrant Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall then issue to the Holder such number of fully paid and non-assessable Warrant Shares as are computed using the following formula: X = Y(A-B)/A where: X = the number of Warrant Shares to be issued to the Holder; Y = the number of Warrant Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in full force payment of the aggregate Warrant Price, if any); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and effect B = the Exercise Price.
1.2 Within three (3) Trading Days following receipt of the Notice of Exercise Form together with Warrant Exercise Proceeds, the Company will deliver to Transfer Online or any successor (the “Transfer Agent”) written instructions to issue the requisite number of Warrant Shares in the name of the Holder or ▇▇▇▇▇▇’s designee, in book entry form. Notwithstanding anything herein to the contrary (although the Holder may surrender the Class A Warrant to, and Tenant receive a replacement Class A Warrant from, the Company), the Holder shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right required to lease physically surrender this Class A Warrant to the Offer Space by written notice to Landlord within 5 days after Company until the date Holder has purchased all of the Offer Notice, Warrant Shares available hereunder and the time of the giving of such notice to be of the essence of this ParagraphClass A Warrant has been exercised in full, in which event Landlord and Tenant case, the Holder shall enter into a amendment surrender this Class A Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. partial exercises of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate Class A Warrant resulting in purchases of a portion of the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord total number of Warrant Shares available hereunder shall have the absolute right to lease effect of lowering the Offer Space to any other person or entity on any same terms and conditions, outstanding number of Warrant Shares purchasable hereunder in which case Tenant shall have no further rights with respect an amount equal to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms applicable number of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectWarrant Shares purchased.
Appears in 1 contract
Exercise. Provided (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace periodWarrant, Tenant may exercise its right to lease with the Offer Space purchase form appended hereto as Exhibit I duly executed by written notice to Landlord within 5 days after the date Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Offer NoticeCompany, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may in no circumstance be exercised until the enrollment of all patients into the Study (as defined in that certain Clinical Trial Agreement, dated as of February 17, 2010, by and between the Registered Holder, ▇▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and BrainStorm Cell Therapeutics Ltd., and as amended from time to time).
(b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the time numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the giving Exercise Date. The Fair Market Value per share of such notice Common Stock shall be determined as follows:
(i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the essence high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).
(ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Paragraph, in which event Landlord and Tenant Warrant pursuant to this subsection 1(b) shall enter into a amendment be delayed until such determination is made.
(c) Each exercise of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Warrant shall be deemed to have waived its rights under been effected immediately prior to the close of business on the day on which this Paragraph to lease the Offer Space, Landlord Warrant shall have been surrendered to the absolute right Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to lease have become the Offer Space holder or holders of record of the Warrant Shares represented by such certificates.
(d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect adjustment therein) to the Offer Space. If Landlord shall wish to lease number of such shares called for on the Offer Space on terms and conditions different from those contained face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer Purchase Price payable upon such exercise pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectsubsection 1(b) above.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Brainstorm Cell Therapeutics Inc)
Exercise. Provided (a) Exercise of the purchase rights represented by this Lease Warrant may be made, in whole or in part, at any time or times on or after the date that either (i) the Company completes its first initial public offering of stock in the United States resulting in any class of the Company’s stock being listed for trading on any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE American (the “IPO”) or (ii) the Company consummates a merger or other transaction with a special purpose acquisition company (a “SPAC”) wherein the Company becomes a subsidiary of the SPAC, or the Company undertakes any other Fundamental Transaction, as defined below, (as applicable, the “Trigger Date”), and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form attached hereto. Within two (2) Trading Days (as defined below) following the date of aforesaid exercise, the Holder shall then be deliver the aggregate Exercise Price (if the exercise is pursuant to Section 2(b)) for the shares specified in full force the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and effect and Tenant receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in default full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder beyond any shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable notice number of Warrant Shares purchased. The Holder and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within two (2) Trading Days of delivery of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the Offer Noticeprovisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. For purposes herein, the term “Trading Day” means any day that shares of Common Stock are listed for trading or quotation on any tier of the giving of such notice to be of NASDAQ Stock Market, the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate New York Stock Exchange or the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectNYSE American.
Appears in 1 contract
Exercise. Provided this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may If the Prospective Selling Group elect to exercise its right to lease the Offer Space by written notice to Landlord within 5 days after the date of the Offer Notice, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its their rights under this Paragraph Section 3.2, the Prospective Selling Group shall furnish a written notice (the “Drag Along Notice”) to lease each other holder of Franchisee Shares. The Drag Along Notice shall set forth the Offer Spaceprincipal terms of the proposed Sale insofar as it relates to the Common Stock, Landlord including the number of Shares to be acquired from the Prospective Selling Group, the Drag Along Sale Percentage, the per Share consideration to be received in the proposed Sale and the name and address of the Prospective Buyer and whether or not the Prospective Buyer is an Affiliate of the Majority Investors. If the Prospective Selling Group consummate the proposed Sale to which reference is made in the Drag Along Notice, each other holder of Franchisee Shares (each a “Participating Seller”, and, together with the Prospective Selling Group, collectively, the “Drag Along Sellers”) shall have be bound and obligated to Sell the absolute right to lease Drag Along Sale Percentage of his Franchisee Shares in the Offer Space to any other person or entity proposed Sale on any the same terms and conditions, in which case Tenant shall have no further rights with respect to each Franchisee Share Sold, as the Offer SpaceProspective Selling Group shall Sell each Share in the Sale. Further, in the event that the Prospective Selling Group is given an option as to the form and amount of consideration to be received, all Drag Along Sellers will be given the same option, and if any Drag Along Seller is prohibited by applicable law or regulation (other than federal or state securities law) from receiving such form of consideration, the Company and/or Prospective Selling Group shall use reasonable commercial efforts to cause the prospective purchaser to accommodate such holder to the fullest extent possible. If Landlord at the end of the 180th day following the date of the effectiveness of the Drag Along Notice the Prospective Selling Group have not completed the proposed Sale, each Participating Seller shall wish be released from his obligation under the Drag Along Notice, the Drag Along Notice shall be null and void, and it shall be necessary for a separate Drag Along Notice to lease be furnished and the Offer Space on terms and conditions different from those contained provisions of this Section 3.2 separately complied with, in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right order to accept the new Offer consummate such proposed Sale pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectSection 3.2.
Appears in 1 contract
Exercise. Provided this Lease shall then be in full force and (a) To effect and Tenant exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented by this Warrant is being exercised. Upon delivery of the form of subscription attached hereto (the "Subscription Form") to the Company at its address for notice set forth in default hereunder beyond any applicable notice the Purchase Agreement and grace periodupon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, Tenant may exercise its the Company shall promptly (but in no event later than three Trading Days after the Date of Exercise (as defined herein)) issue and deliver to the Holder, a certificate for the Warrant Shares issuable upon such exercise, which, unless otherwise required by the Purchase Agreement, shall be free of restrictive legends. A "Date of Exercise" means the date on which the Holder shall have delivered to the Company: (i) the Subscription Form, appropriately completed and duly signed and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Holder to be purchased.
(b) If by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required pursuant to Section 1(a), then the Holder will have the right to lease rescind such exercise.
(c) If by the Offer Space third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required pursuant to Section 1(a), and if after such third Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of the Common Stock on the Date of Exercise and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to Landlord within 5 the Holder in respect of the Buy-In.
(d) The Company's obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a ▇▇▇▇▇▇'s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.
(e) If, following at least 30 days after from the registration of the Warrant Shares in accordance with the Registration Rights Agreement, the VWAP of the Common Stock price on any day for any continuous period of twenty (20) days equals or exceeds 200% of the Exercise Price, the Company can send a call notice in respect of the Warrants to the Holder requiring the mandatory exercise by the Holder of the Warrants (the “Warrant Call”). The Holders shall have sixty calendar days from the date of the Offer NoticeWarrant Call to exercise the Warrants. If the Holder fails to exercise the Warrant within sixty (60) calendar days from receipt of the Warrant Call, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Warrant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord cancelled and forfeited and shall have the absolute right to lease the Offer Space to any other person or entity on any same terms become null and conditions, in which case Tenant shall have no further rights with respect void to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall extent not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectthen exercised.
Appears in 1 contract
Sources: Warrant Agreement (China Housing & Land Development, Inc.)
Exercise. Provided this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may If the Prospective Selling Group elect to exercise its right to lease the Offer Space by written notice to Landlord within 5 days after the date of the Offer Notice, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its their rights under this Paragraph Section 3.2, the Prospective Selling Group shall furnish a written notice (the “Drag Along Notice”) to lease each other holder of Management Shares. The Drag Along Notice shall set forth the Offer Spaceprincipal terms of the proposed Sale insofar as it relates to the Common Stock, Landlord including the number of Shares to be acquired from the Prospective Selling Group, the Drag Along Sale Percentage, the per Share consideration to be received in the proposed Sale and the name and address of the Prospective Buyer and whether or not the Prospective Buyer is an Affiliate of the Majority Investors. If the Prospective Selling Group consummate the proposed Sale to which reference is made in the Drag Along Notice, each other holder of Management Shares (each a “Participating Seller”, and, together with the Prospective Selling Group, collectively, the “Drag Along Sellers”) shall have be bound and obligated to Sell the absolute right to lease Drag Along Sale Percentage of his Management Shares in the Offer Space to any other person or entity proposed Sale on any the same terms and conditions, in which case Tenant shall have no further rights with respect to each Management Share Sold (subject to Section 3.3.4 in the Offer Spacecase of Options), as the Prospective Selling Group shall Sell each Share in the Sale (subject to Section 3.3.4 in the case of Options). Further, in the event that the Prospective Selling Group is given an option as to the form and amount of consideration to be received, all Drag Along Sellers will be given the same option, and if any Drag Along Seller is prohibited by applicable law or regulation (other than federal or state securities law) from receiving such form of consideration, the Company and/or Prospective Selling Group shall use reasonable commercial efforts to cause the prospective purchaser to accommodate such holder to the fullest extent possible. If Landlord at the end of the 180th day following the date of the effectiveness of the Drag Along Notice the Prospective Selling Group have not completed the proposed Sale, each Participating Seller shall wish be released from his obligation under the Drag Along Notice, the Drag Along Notice shall be null and void, and it shall be necessary for a separate Drag Along Notice to lease be furnished and the Offer Space on terms and conditions different from those contained provisions of this Section 3.2 separately complied with, in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right order to accept the new Offer consummate such proposed Sale pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectSection 3.2.
Appears in 1 contract
Exercise. Provided this Lease shall then (i) The Warrants, to the extent effectively issued and vested in accordance with the terms hereof, may be in full force and effect and Tenant shall not be in default hereunder beyond exercised by each Registered Holder as to all or any applicable notice and grace periodportion of the Underlying Shares, Tenant may exercise its right to lease the Offer Space by upon delivery of (A) written notice to Landlord within 5 days after the Warrant Agent at its corporate trust department, which notice shall be substantially in the form set forth in Appendix A hereto (“Warrant Exercise Notice”), setting forth the Warrants to be exercised and an election to purchase any Underlying Shares pursuant to the exercise of the Warrants, properly completed and executed by such Registered Holder in accordance with the Warrant Agent’s procedures, and (B) payment to the Company of the Aggregate Exercise Price. The Aggregate Exercise Price (if paid pursuant to this Section 6(b)(i)) shall be payable by delivery by the applicable Registered Holder of immediately available funds paid by wire transfer to the Warrant Agent pursuant to written instructions provided to such Registered Holder by the Warrant Agent.
(ii) The Warrants may also, upon the written election of the Registered Holder to the Warrant Agent in a Warrant Exercise Notice, be exercised at any time by means of a “cashless exercise” (the date of the Offer Notice, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions an exercise as set forth in a Warrant Exercise Notice being an “Exercise Date”) in which the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Registered Holder shall be deemed entitled to have waived its rights under this Paragraph to lease receive the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect number of Underlying Shares equal to the Offer Space. If Landlord shall wish to lease quotient obtained by dividing (A-B)*(X) by (A), where:
(A) = the Offer Space Market Price on terms and conditions different from those contained the Trading Day immediately preceding the date of such election;
(B) = the Exercise Price of the Warrants, as adjusted hereunder; and
(X) = the number of Underlying Shares issuable upon exercise of the Warrant in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to accordance with the terms of this sectionAgreement by means of a cash exercise rather than a cashless exercise. The Warrant Agent shall have no obligation under this Agreement to perform or verify such calculation of the number of Underlying Shares to be withheld pursuant to this Section 6(b)(ii) or otherwise determine whether such calculation is correct. Notwithstanding Tenant's acceptance the foregoing, at any time that the rights to such Springing Warrants are held by an Original Warrant Party, the Springing Warrant shall by exercised by means of the Offer “cashless exercise” pursuant to this Section 6(b)(ii) and the terms holder of this Paragraph, Landlord such Springing Warrant shall not be obligated exercise pursuant to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectSection 6(b)(i).
Appears in 1 contract
Sources: Warrant Agreement (Casa Systems Inc)
Exercise. Provided this Lease shall then be in full force and effect and Tenant shall (a) Within seven (7) Business Days (or ten (10) Business Days, if the proposed Transfer is not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease also the Offer Space by written notice to Landlord within 5 days subject of a currently effective Sale Notice under Section 4.6) after the date of delivery of the Offer NoticeTag Along Notice by the Company to each applicable Investor or Manager or (b) with respect to the Televisa Investors in the case of a Sponsor Sale with respect to which the Televisa Investors will receive a Sponsor Sale Notice pursuant to Section 4.7.1, at any time on or before the Sponsor Sale Election Deadline, each Tag Along Holder desiring to make an offer to include Tag Eligible Shares of the same class(es) being sold by the Prospective Selling Stockholder in the proposed Sale (each a “Participating Seller” and, together with the Prospective Selling Stockholder, collectively, the time “Tag Along Sellers”) shall furnish a written notice (the “Tag Along Offer”) to the Prospective Selling Stockholder indicating the number of Tag Eligible Shares of the giving of same class(es) being sold by the Prospective Selling Stockholder which such notice Participating Seller desires to be have included in the proposed Sale (not in any event to exceed the Tag Along Sale Percentage of the essence total number of this ParagraphTag Eligible Shares of the applicable class held by such Tag Along Holder). If the proposed Sale involves Shares of multiple classes, in which event Landlord and Tenant shall enter into a amendment each Participating Seller must include Tag Eligible Shares of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth each class in the Offersame proportions as are being sold by the Prospective Selling Stockholder. In Each Tag Along Holder who does not make a Tag Along Offer in compliance with the event that Tenant fails to accept above requirements, including the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms time period, shall have waived and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further all of such holder’s rights with respect to such Sale, and the Offer Space. If Landlord Tag Along Sellers shall wish thereafter be free to lease Sell to the Offer Space Prospective Buyer, at a per share price no greater than the per share price set forth in the Tag Along Notice and on other material terms and conditions different from which are not materially more favorable to the Tag Along Sellers than those contained set forth in the Offer, Landlord shall give Tenant a new Offer Tag Along Notice, and Tenant shall have the without any further right obligation to accept the new Offer such non-accepting Tag Along Holder pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectSection 4.1.
Appears in 1 contract
Exercise. Provided this Lease shall then The Company agrees to register, at its sole expense, the shares of Common Stock underlying the Warrants at the same time it registers any of its securities under the Securities Act of 1933, as amended (the "Registration Statement"). Subject to the provisions of Section 8, the Warrants may be exercised at a price of $4.00 per share of Common Stock (the "Exercise Price") in full force and effect and Tenant shall not be whole or in default hereunder beyond part at any applicable notice and grace period, Tenant may exercise its right to lease time during the Offer Space by written notice to Landlord within 5 days after period commencing on the effective date of the Offer Notice, Registration Statement (the time of "Initial Exercise Date") and terminating on a date (the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days "Expiration Date") two years after such Amendment has been delivered to Tenant, Tenant Initial Exercise Date. A Warrant shall be deemed to have waived been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder or his attorney duly authorized in writing and will be delivered together with payment to the Warrant Agent at its rights under this Paragraph to lease corporate offices (the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions"Corporate Office"), in which case Tenant shall have no further rights with respect cash or by official bank or certified check, of an amount equal to the Offer Spaceaggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares, set forth in Section 4, have been satisfied as of the Exercise Date. If Landlord any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall wish request written instructions from the Company as to lease whether to return the Offer Space on terms Warrant and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant pertinent Exercise Price payment to the terms of this sectionexercising Registered Holder or to hold the same until all such conditions have been satisfied. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord The Company shall not be obligated to deliver possession issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the Offer Space to Tenant ifaggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and, in any event, prior to the pertinent Expiration Date, pursuant to a Stock Transfer Agreement between the Company and Warrant Agent, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash divide dividends on Warrant Shares delivered on exercise of any Warrant. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, including delivery of possession exercised Warrant Share certificates to the shareholder, will be billed monthly to tile Company. A detailed accounting statement relating to the number of Warrants exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. The Company may deem and treat the Registered Holder of the Offer SpaceWarrants at any time as the absolute owner thereof for all purposes, Tenant and the Company shall not be in Default hereunder beyond affected by any applicable notice and grace period, in which event to the contrary. The Warrants shall not entitle the holder thereof to any of the rights of Tenant hereunder shareholders or to any dividend declared on the Common Stock unless the holder shall terminate have exercised the Warrants and be purchased the shares of no further force Common Stock prior to the record date fixed by the Board of Directors of the Company for the determinations of holders of Common Stock entitled to such dividend or effectother right.
Appears in 1 contract
Sources: Warrant Agreement (Whitney Information Network Inc)
Exercise. Provided this If Tenant desires to exercise an Extension Option, it shall send notice thereof (an AExtension Notice@) to Landlord no more than three hundred (300) nor less than two hundred seventy (270) calendar days prior to the expiration of the Term or Extension Renewal Term of the Lease then in effect. Landlord and Tenant shall endeavor in good faith to determine the Prevailing Rental Rate within thirty (30) calendar days after Landlord=s receipt of Tenant=s Extension Notice. If they cannot agree within thirty (30) calendar days, each shall appoint an appraiser who shall arrive at an estimate of the Prevailing Rental Rate within thirty (30) calendar days. If such estimates are within five percent (5%) of each other, the average of the two shall be the new Base Rent for the Extension Renewal Term. If the estimates are more than five percent (5%) apart, each appraiser shall select a third appraiser within five (5) calendar days or, if they fail to do so, Landlord shall select a third appraiser. The third appraiser shall prepare an estimate of the Prevailing Rental Rate as provided above within thirty (30) calendar days and the two closest of the three estimates shall be averaged to determine the new Base Rent for the new Extension Renewal Term. No later than one hundred fifty (150) calendar days prior to the expiration of the Lease Term then in effect, Landlord and Tenant shall execute an amendment to the Lease (an AExtension Amendment@) stating the new Base Rent and expiration date of the Lease Term. If such an Extension Amendment is not fully executed for any reason as provided above, the Term shall not be in full force extended and effect and all Extension Option(s) hereunder shall terminate. Notwithstanding the foregoing, Tenant shall not be entitled to extend this Lease if an Event of Default has occurred under any term or provision contained in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after Lease Agreement or a condition exists which with the date passage of the Offer Notice, the time of or the giving of such notice notice, or both, would constitute an Event of Default pursuant to the Lease Agreement. The rights contained in this Addendum shall be personal to the originally named Tenant and may be exercised only by the originally named Tenant (and not any assignee, sublessee or other Transferee of Tenant=s interest in this Lease) and only if the originally named Tenant occupies the entire Premises as of the essence of this Paragraph, date it exercises the Extension Option in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights accordance with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this sectionAddendum. Notwithstanding Tenant's acceptance If Tenant properly exercises the Extension Option and is not in default under this Lease at the end of the Offer pursuant initial Term of the Lease, the Lease Term, as it applies to the terms of this Paragraphentire Premises then leased by Tenant, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event extended for the rights of Tenant hereunder shall terminate and be of no further force or effectExtension Renewal Term.
Appears in 1 contract
Exercise. Provided Prior to the exercise of all or any part of this Lease Warrant, -------- Holder shall then be give thirty (30) days prior written notice ("Holder Notice") of his intent to exercise to the Company at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other address as the Company shall designate in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by a written notice to Landlord within 5 the Holder hereof. Within five (5) days after receipt of such notice, the Company shall deliver to Holder: any Prospectus used by the Company during the year in which the Holder Notice is received, together with all supplemental information required to insure that such prospectus does not omit to state or misstate a material fact; its Annual Reports on Form 10-K, if any, for the Company's most recently completed fiscal year; all Quarterly Reports on Form 10- Q, if any, filed by the Company during its current fiscal year; and all Current Reports on Form 8-K, if any, filed by the Company during its current fiscal year. Holder shall have until the thirtieth (30/th/) day from the date of the Offer Holder Notice to rescind such notice. If Holder does not elect to rescind the Holder Notice, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice then on or within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 five (5) days after such Amendment has been thirtieth (30/th/) day, Holder shall deliver to Company (the "Exercise Delivery"): (i) this Warrant, (ii) a signed statement indicating the number of Shares to be purchased, and (iii) either (A) a certified check in the amount of the Exercise Price or (B) that certain promissory note dated of even date herewith in the original principal amount of $565,875 between the Company and Holder, along with a signed statement directing the Company to cancel that portion of such promissory note which is equal to the Exercise Price. Upon receipt of the Exercise Delivery, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver, or cause to be executed and delivered to Tenant, Tenant shall be deemed to have waived its rights under Holder a certificate or certificates for the total number of whole Shares for which this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights Warrant is being exercised. If this Warrant is exercised with respect to less than all of the Offer Space. If Landlord Shares, (i) the Company shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant issue a new Offer Noticewarrant for the remaining shares covered by this Warrant and (ii) if the Promissory Note is used to fund the Exercise Price, and Tenant the Company shall have the further right to accept the new Offer pursuant issue a replacement promissory note with an appropriate adjustment to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectprincipal amount.
Appears in 1 contract
Exercise. Provided this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 Within fifteen (15) days after the date effectiveness of -------- the Offer Tag Along Notice, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails each Tag Along Offeree desiring to accept the offer contained in the Offer Tag Along Notice within (each a "Participating Seller") shall send a written commitment to the Prospective Sponsor Sellers specifying the number of Shares (not in any event to exceed the Tag Along Sale Percentage of the total number of Shares held by such 5 day period or fails Participating Seller) which such Participating Seller desires to execute an Amendment modifying this Lease to incorporate the terms and conditions contained have included in the Offer within 5 days after Sale. Each Tag Along Offeree who has not so accepted such Amendment has been delivered to Tenant, Tenant offer shall be deemed to have waived its all of his rights under with respect to the Sale, and the Prospective Sponsor Sellers and the Participating Sellers shall thereafter be free to sell to the Prospective Buyer, at a price no greater than the maximum price nor less than the minimum price set forth in the Tag Along Notice and on other principal terms which are substantially identical to those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Offerees. If (a) prior to consummation, the terms of such proposed Sale shall change with the result that the price is greater than the maximum price or less than the minimum price set forth in the Tag Along Notice or the other principal terms shall not be substantially identical to those set forth in the Tag Along Notice, or (b) at the end of the forty-fifth (45th) day following the date of the effectiveness of the Tag Along Notice the Prospective Sponsor Sellers have not completed the Sale (other than as a result of a breach of this Paragraph Agreement by a Participating Seller), then it shall be necessary for a separate Tag Along Notice (a -4- Omega Holdings, Inc. Stockholders Agreement -------------------------------------------------------------------------------- "Supplemental Tag Along Notice") to lease be furnished, and the Offer Spaceterms and provisions of this Section 3.1 separately complied with, Landlord in order to consummate such proposed Sale pursuant to this Section 3.1; provided, however, that in the case of such a Supplemental Tag Along Notice, the applicable period referred to in Section 3.1.1 shall have be not less than ten (10) days and the absolute right applicable period referred to lease in Section 3.1.2 shall be three (3) business days. The acceptance of each Participating Seller shall be irrevocable except as hereinafter provided, and each such Participating Seller shall be bound and obligated to sell in the Offer Space to any other person or entity Sale on any the same terms and conditions, in which case Tenant shall have no further rights with respect to each Share Sold, as the Offer SpaceProspective Sponsor Sellers, such number of Shares as such Participating Seller shall have specified in such Participating Seller's written commitment. In the event the Prospective Sponsor Sellers shall be unable to obtain the inclusion in the Sale of the entire number of Shares which the Prospective Sponsor Sellers and each Participating Seller desires to have included in the Sale (as evidenced in the case of the Prospective Sponsor Sellers by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller's written commitment), the number of Shares to be sold in the Sale by the Prospective Sponsor Sellers and each Participating Seller shall be reduced on a pro rata basis according to the proportion which the number of Shares which each such Seller desires to have included in the Sale bears to the total number of Shares desired by all such Sellers to have included in the Sale. If Landlord at the end of the forty-fifth (45th) day following the date of the effectiveness of the Tag Along Notice or the most recent Supplemental Tag Along Notice the Prospective Sponsor Sellers have not completed the Sale (other than as a result of a breach of this Agreement by a Participating Seller), then each Participating Seller shall wish be released from his obligations under his written commitment, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to lease be furnished, and the Offer Space on terms and conditions different from those contained provisions of this Section 3.1 separately complied with, in the Offer, Landlord shall give Tenant a new Offer Noticeorder to consummate such Sale pursuant to this Section 3.1. The Company will not effect any transfer of Shares to any Prospective Buyer, and Tenant shall will instruct the transfer agent for the Common Stock not to effect any such transfer of Shares, to which this Section 3.1 applies until the Company and the transfer agent have received evidence of the further right giving of a Tag Along Notice and other evidence reasonably satisfactory to accept it that the new Offer pursuant to the terms provisions of this section. Notwithstanding Tenant's acceptance of the Offer pursuant Section 3.1, if applicable to the terms of this Paragraphsuch transfer, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effecthave been complied with.
Appears in 1 contract
Exercise. Provided this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant (i) A Warrant Holder may exercise its right the Warrants, in whole or in part, to lease purchase the Offer Space by written notice to Landlord within 5 days after the date Underlying Shares in such amounts as may be elected upon surrender of the Offer NoticeWarrant Certificates therefor with the subscription form thereon duly executed, to the time Company at its corporate office at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, together with the full Underlying Share Purchase Price for each Underlying Share to be purchased, (i) in lawful money of the giving of such notice United States, or by certified check or bank draft payable in United States dollars to be the order of the essence Company or (ii) cancellation of this Paragraph, all or any part of the unpaid principal amount of indebtedness outstanding under the Loan Agreement in which event Landlord an amount equal to the Underlying Share Purchase Price and Tenant shall enter into a amendment of this Lease, reasonably acceptable upon compliance with and subject to Landlord and Tenant, to incorporate the terms and conditions set forth herein and in the Offer. Warrant Certificate.
(ii) Upon receipt of such Warrant Certificates together with the Subscription Form attached hereto as Exhibit D (or a reasonable --------- facsimile thereof) thereon duly executed and accompanied by payment of the Underlying Share Purchase Price for the number of Underlying Shares for which such Warrants are then being exercised, the Company shall, subject to Section ------- 5(b) hereof, cause to be issued and delivered promptly, but in all events within ---- three (3) Business Days of receipt by the Company of the Underlying Share Purchase Price, to the Warrant Holder certificates for such shares of Common Stock in such denominations as are requested by the Warrant Holder.
(iii) In case a Warrant Holder shall exercise Warrants with respect to less than all of the event that Tenant fails to accept Underlying Shares, the offer contained Company will execute a new Warrant Certificate, as represented by a warrant certificate substantially in the Offer Notice within form attached hereto as Exhibit A, exercisable for the balance of the Underlying Shares that may be purchased upon exercise of such 5 day period Warrants and deliver such new Warrant Certificate to the Warrant Holder. Warrant Certificates shall be executed on behalf of the Company by the Company's Chairman of the Board, President or fails to execute any Vice President and by its Treasurer, an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to TenantAssistant Treasurer, Tenant its Secretary or an Assistant Secretary.
(iv) Warrants shall be deemed to have waived its rights under this Paragraph been exercised immediately prior to lease the Offer Spaceclose of business on the Exercise Date, Landlord and the person entitled to receive the Underlying Shares and any Warrant Certificate representing the unexercised portion of the Warrants deliverable upon such exercise shall have be treated for all purposes as the absolute right holder of such Underlying Shares and unexercised Warrants, respectively, upon such exercise as of the close of business on the Exercise Date.
(v) The Company covenants and agrees that it will pay when due and payable any and all taxes that may be payable in respect of the issue of the Warrants or the issue of any Underlying Shares. The Company shall not, however, be required to lease pay any tax that may be payable in respect of any transfer by the Offer Space Warrant Holder of the Warrants or any Underlying Shares to any other person or entity on any same terms at the time of surrender. Until the payment of the tax referred to in the previous sentence and conditions, in which case Tenant shall have no further rights with respect the presentation to the Offer Space. If Landlord shall wish to lease Company by the Offer Space on terms and conditions different from those contained in Warrant Holder of reasonable proof of such payment, the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord Company shall not be obligated required to deliver possession of the Offer Space issue such Underlying Shares or new Warrant Certificates representing unexercised Warrants to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effecttransferee.
Appears in 1 contract
Exercise. Provided this Lease Each Warrant may be exercised by the Registered Holder thereof at any time on or prior to the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall then be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in full force writing of the exercise of the Warrants. Promptly following, and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord event within 5 five days after the date of such notice from the Offer NoticeWarrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. If at the time of exercise of any Warrant (i) the giving market price of the Common Stock is greater than the then exercise price of the Warrant, (ii) the exercise of the Warrant is solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") and the soliciting member is designated in writing by the holder of the Warrants as the NASD member soliciting the exercise, (iii) the Warrant is not held in a discretionary account, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the solicitation of the exercise of the Warrant is not in violation of Rule 101 of Regulation M (as such rule or any successor rule may be in effect as of such notice time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then such member shall be entitled to be receive from the Company following exercise of each of the essence Warrants so exercised a fee of this Paragraphfive percent (5%) of the aggregate exercise price of the Warrants so exercised (the "Solicitation Fee"). The procedures for payment of the Exercise Fee are as follows:
(i) The Company hereby authorizes and instructs the Warrant Agent to deliver to any member of the NASD, the Solicitation Fee, if payable, in which event Landlord and Tenant shall enter into respect of each exercise of Warrants, promptly after receipt by the Warrant Agent from the Company of a amendment check payable to the order of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth such member in the Offeramount of such Solicitation Fee. In the event that Tenant fails a Solicitation Fee is paid to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights a member with respect to a Warrant which the Offer Space. If Landlord shall wish Company or the Warrant Agent determines is not properly completed for exercise or in respect of which the member is not entitled to lease a Solicitation Fee, the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant member will return such Solicitation Fee to the terms Warrant Agent which shall forthwith return such fee to the Company. The Company may at any time during business hours examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. Notwithstanding any provision to the contrary, the provisions of this section. Notwithstanding Tenant's acceptance paragraph may not be modified, amended or deleted without the prior written consent of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectCompany.
Appears in 1 contract
Sources: Warrant Agreement (Spongetech Delivery Systems Inc)
Exercise. Provided this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant Holder may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after the date of the Offer Notice, the time of the giving of such notice to be of the essence of this ParagraphWarrant, in which event Landlord and Tenant shall enter into a amendment of this Leasewhole or in part, reasonably acceptable by delivering to Landlord and Tenantthe Company, to incorporate at the terms and conditions Company’s principal offices at the address set forth in Section 13.1(b) or at such other office or agency designated by the OfferCompany pursuant to Section 13; the following: (i) a written notice of Holder’s election to exercise this Warrant specifying the number of shares of Common Stock to be purchased, (ii) payment of the aggregate Exercise Price for the shares of Common Stock for which the Warrant is being exercised; and (iii) this Warrant or the evidence and indemnity required by Section 10. In the event that Tenant fails to accept the offer contained Such notice shall be substantially in the Offer Notice form of the Subscription Form attached to this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate reflecting Holder’s ownership of the aggregate number shares of Common Stock issuable upon such 5 day period exercise. The Company shall update or fails cause to execute an Amendment modifying this Lease be updated its records to incorporate the terms and conditions contained reflect ownership of such shares of Common Stock in the Offer within 5 days after name of Holder or such Amendment has been delivered to Tenant, Tenant other name as shall be designated in the notice. This Warrant shall be deemed to have waived its rights under this Paragraph been exercised and such shares of Common Stock shall be deemed to lease the Offer Spacehave been issued, Landlord shall have the absolute right to lease the Offer Space to and Holder or any other person or entity on any same terms Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Common Stock for all purposes, as of the date the notice, together with payment of the aggregate Exercise Price and conditionsthis Warrant, in which case Tenant shall have no further rights with respect is received by the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to the Offer Spaceissuance of such shares of Common Stock have been paid. If Landlord shall wish this Warrant has been exercised in part, the Company shall, at the time of delivery of the certificate representing the Warrant Shares, deliver to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant Holder a new Offer NoticeWarrant evidencing the right of Holder to purchase the unpurchased shares of Common Stock subject to this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant and Tenant shall have the further right same returned to accept the new Offer pursuant to the terms of this sectionHolder. Notwithstanding Tenant's acceptance Payment of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant Exercise Price shall be in Default hereunder beyond any applicable notice and grace period, in which event made at the rights option of Tenant hereunder shall terminate and be Holder by certified or official bank check or by wire transfer of no further force or effectimmediately available funds.
Appears in 1 contract
Sources: Securities Purchase Agreement (Magnum Hunter Resources Corp)
Exercise. Provided (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Lease Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may only be exercised as to vested Warrant Shares, and shall then be vest and become exercisable as follows: in twelve (12) consecutive equal monthly amounts at the end of each calendar month starting April 30, 2012 such that all Warrant Shares are vested in full force on March 31, 2013 (the “Fully Vested Date”), unless the Agreement dated April 13, 2010 by and effect among Prof. Avi Israeli, the Registered Holder and Tenant the Company (the “Agreement”) is terminated prior to the Fully Vested Date, in which case no further Warrant Shares shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days vest on or after the date of such termination. Upon termination of the Offer NoticeAgreement vesting shall cease and the Registered Holder shall be entitled to exercise this Warrant only with respect to the portion of the Warrant Shares that shall have vested prior to the date of termination of the Agreement, rounded to the nearest number without decimal. The Warrant shall be valid until and may be exercised only on or before the earliest of the following: (i) immediately prior to a sale of all or substantially all of the shares of the Company in a merger and/or acquisition transaction; (ii) the Expiration Date; or (iii) six (6) months following the termination of the Agreement. Immediately after such date all unexercised Warrant Shares shall expire and be forfeited, and this Warrant shell terminate.
(b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the time numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the giving Exercise Date. The Fair Market Value per share of such notice Common Stock shall be determined as follows:
(i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the essence high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).
(ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Paragraph, in which event Landlord and Tenant Warrant pursuant to this subsection 1(b) shall enter into a amendment be delayed until such determination is made.
(c) Each exercise of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Warrant shall be deemed to have waived its rights under been effected immediately prior to the close of business on the day on which this Paragraph to lease the Offer Space, Landlord Warrant shall have been surrendered to the absolute right Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to lease have become the Offer Space holder or holders of record of the Warrant Shares represented by such certificates.
(d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect adjustment therein) to the Offer Space. If Landlord shall wish to lease number of such shares called for on the Offer Space on terms and conditions different from those contained face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer Purchase Price payable upon such exercise pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectsubsection 1(b) above.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Brainstorm Cell Therapeutics Inc.)
Exercise. Provided (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Lease shall then be Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full force and effect and Tenant shall not be full, in default hereunder beyond any applicable notice and grace periodlawful money of the United States, Tenant may of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise.
(b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise its right to lease of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the Offer Space total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by written notice to Landlord within 5 days after (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the Offer Notice"Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the time numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the giving Exercise Date. The Fair Market Value per share of such notice Common Stock shall be determined as follows:
(i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market System, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).
(ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market System, the Nasdaq system or another nationally recognized exchange or trading system as of the essence Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Paragraph, in which event Landlord and Tenant Warrant pursuant to this subsection 1(b) shall enter into a amendment be delayed until such determination is made.
(c) Each exercise of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Warrant shall be deemed to have waived its rights under been effected immediately prior to the close of business on the day on which this Paragraph to lease the Offer Space, Landlord Warrant shall have been surrendered to the absolute right Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to lease have become the Offer Space holder or holders of record of the Warrant Shares represented by such certificates.
(d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect adjustment therein) to the Offer Space. If Landlord shall wish to lease number of such shares called for on the Offer Space on terms and conditions different from those contained face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer Purchase Price payable upon such exercise pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectsubsection 1(b) above.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Transcend Therapeutics Inc)
Exercise. Provided this Lease The purchase price of Shares purchased hereunder shall then be paid in full force with, or in a combination of, (a) cash or (b) shares of the Corporation’s Common Stock that have been owned by the Optionee, and effect have been fully vested and Tenant shall not be in default hereunder beyond any applicable notice and grace periodfreely transferable by the Optionee, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after for at least six months preceding the date of exercise of the Offer NoticeOption, duly endorsed or accompanied by stock powers executed in blank. However, the time Corporation in its discretion may permit the Optionee (if the Non-Qualified Stock Option Agreement XXXXXX, XX, XXXX Page 4. Optionee owns shares that have been owned by the Optionee, and have been fully vested and fully transferable by the Optionee, for at least six months preceding the date of exercise) to “attest” to his ownership of the giving number of such notice shares required to be pay all or part of the essence purchase price (and not require delivery of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditionsshares), in which case Tenant shall have no further rights with respect the Corporation will deliver to the Offer SpaceOptionee the number of shares to which the Optionee is entitled, net of the “attested” shares. If Landlord payment is made in whole or in part with shares of the Corporation’s Common Stock, the value of such Common Stock shall wish to lease be the Offer Space mean between its high and low prices on terms and conditions different from those contained in the Offerday of purchase as reported by The New York Times following the close of business on the date of exercise. No “reload” or other option will be granted by reason of any such exercise. The Optionee agrees that, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to notwithstanding the terms of this section. Notwithstanding Tenant's acceptance any pre-existing agreement between the Corporation and the Optionee, any shares of the Offer pursuant Corporation’s Common Stock surrendered (or “attested” to) for payment of the exercise price of any options previously granted by the Corporation to the Optionee (whether granted under the terms of this Paragraph, Landlord the Amended and Restated Employee Long-Term Incentive Plan or any predecessor program) shall not be obligated valued in the manner provided in the preceding sentence except to deliver possession the extent otherwise expressly provided by the terms of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectprogram document.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Quest Diagnostics Inc)
Exercise. Provided Subject to the provisions of this Lease Section 8.6, the Original Limited Partners shall then have the right (the "Redemption Right") to require the Partnership to redeem any Unit held by such Original Limited Partner in exchange for the Redemption Amount to be paid by the Partnership. A Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Original Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"), which shall be irrevocable except as set forth in full force and effect and Tenant this Section 8.6(a). The redemption shall occur on the Specified Redemption Date; provided, however, a Specified Redemption Date shall not occur until on or after the First Redemption Date (or such later date as may be in default hereunder beyond specified pursuant to any applicable notice agreement with an Original Limited Partner); and grace period, Tenant provided further that a holder of Class A Units shall not exercise a Redemption Right until as of the first Subsequent Closing. An Original Limited Partner may exercise its right to lease the Offer Space by written notice to Landlord within 5 days a Redemption Right any time after the date hereof with an effective Specified Redemption Date as of a date on or after the First Redemption Date and any number of times; provided, however, that a holder of Class A Units shall not exercise a Redemption Right until as of the Offer Noticefirst Subsequent Closing. A Redeeming Partner may not exercise the Redemption Right for less than 1,000 Units or, the time if such Redeeming Partner holds less than 1,000 Units, all of the giving of Units held by such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer SpaceRedeeming Partner. If Landlord shall wish to lease (i) an Original Limited Partner acquires any Units after the Offer Space on terms and conditions different First Closing from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer another Original Limited Partner or holds or acquires any Shares otherwise than pursuant to the terms exercise of this section. Notwithstanding Tenant's acceptance a Redemption Right hereunder and (ii) the issuance of the Offer a Share Amount pursuant to the terms exercise of this Paragraph, Landlord shall not be obligated to deliver possession a Redemption Right would violate the provisions of Section 5.2 of the Offer Space to Tenant if, prior to delivery Articles of possession Incorporation as a result of the Offer Space, Tenant shall ownership of such additional Units or Shares so acquired by such Original Limited Partner (the number of Shares in excess of the number of Shares permitted pursuant to said Section 5.2 is herein referred to as the "Excess Shares") and (iii) such Original Limited Partner does not revoke or amend the exercise of such Redemption Right to comply with the provisions of said Section 5.2 of the Articles of Incorporation within five days after receipt of written notice from the General Partner that the redemption would be in Default hereunder beyond any applicable notice and grace periodviolation thereof, then the Partnership shall pay to such Redeeming Partner, in lieu of the Share Amount or the Cash Amount attributable to the Excess Shares, the amount which event would be payable to such Redeeming Partner pursuant to Section 5.3 of the rights Articles of Tenant hereunder Incorporation if such Excess Shares were issued in violation of Section 5.2 of the Articles of Incorporation and Regency exercised the remedies pursuant to said Section 5.3 of the Articles of Incorporation. The relevant provisions of the Articles of Incorporation as presently in effect are attached hereto as Schedule 8.6(a). This Section 8.6(a) shall terminate and in no way or manner be construed as limiting the application of no further force the Articles of Incorporation or effectconstitute any form of waiver or exemption thereunder.
Appears in 1 contract
Sources: Limited Partnership Agreement (Regency Realty Corp)
Exercise. Provided (a) Exercise of the purchase rights represented by this Lease Warrant may be made, in whole or in part, at any time or times on or after the Issue Date and on or before the Termination Date by delivery to the Company of a duly executed copy, submitted, delivered or mailed (including by facsimile or PDF copy submitted by email), to the Company at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Crescent, Unit #1, Ottawa, Ontario, K2M 2A8 Attention: ▇▇▇▇ ▇▇▇▇▇▇, email: (or such alternative email or physical address provided in writing by the Company to the Holder after the date hereof) with a copy to Fasken ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, P.O. Box 242, Montreal, Quebec, H4Z 1E9 Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, email: in substantially the form annexed hereto (the "Notice of Exercise"). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date the Holder delivers the Notice of Exercise as aforesaid, the Holder shall then deliver to the Company the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer, bank drafts or cashier's or certified check drawn on a United States or Canadian bank. No ink-original Notice of Exercise shall be in full force and effect and Tenant required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder, and the Warrant has been exercised in default full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder beyond any shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable notice number of Warrant Shares purchased. The Holder and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days after Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the Offer Noticeprovisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time of may be less than the giving of such notice to be of amount stated on the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectface hereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (KWESST Micro Systems Inc.)
Exercise. Provided The holder of this Lease shall then be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by Warrant will furnish at least 30 days' prior written notice to Landlord within 5 days after the date Company of the Offer Notice, the time of the giving of such its intention to exercise Warrant B (three days' prior written notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails the Warrant B Exercise Date occurs due to accept a Change of Control Triggering Event or Bankruptcy Triggering Event). Such notice, once given shall be irrevocable. Subject to the offer contained Company's repurchase right following the receipt of such notice, as provided in Section 7.4 hereof, Warrant B may be exercised by the holder hereof, in whole but not in part, during normal business hours on any Business Day on or after the Warrant B Exercise Date and prior to the Warrant B Expiration Date, by surrender of this Warrant to the Company at its office maintained pursuant to Section 16.2(a) hereof, accompanied by a subscription in substantially the form attached to this Warrant as Exhibit A (or a reasonable facsimile thereof) duly executed by such holder and accompanied by payment, (i) in cash by wire transfer of immediately available funds, (ii) by certified or official bank check payable to the order of the Company, (iii) if any Junior Subordinated Notes shall be outstanding, by delivery to the Company of a principal amount of such Junior Subordinated Notes (including all accrued and unpaid interest thereon), or (iv) by any combination of such methods (provided that at least the par value of the shares of Preferred Stock issuable upon exercise shall have been paid in cash), in each case in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate amount of the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer NoticeWarrant B Price, and Tenant such holder shall have thereupon be entitled to receive the further right to accept number of duly authorized, validly issued, fully paid and nonassessable shares of Preferred Stock set forth on the new Offer pursuant to the terms face of this section. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectWarrant.
Appears in 1 contract
Exercise. Provided this Lease shall then This Warrant may be exercised, in full force and effect and Tenant shall not be whole or in default hereunder beyond part, at any applicable time or from time to time during the period beginning on the earliest to occur of (i) four years from the date hereof, (ii) a Change of Control, (iii) (x) the Holder receiving an "Outside Sale Notice" (as such term is defined in subsection 3(c) of the Stockholders Agreement) or (y) the Holder receiving a registration notice and grace periodpursuant to Section 7 of the Stockholders Agreement, Tenant may exercise its but only pursuant to clauses (iii)(x) or (iii)(y) to the extent such Holder has the right to lease participate in the Offer Space sale of Shares (as such term is defined in Section 1 of the Stockholders Agreement), and ending on the Expiration Date, by written notice surrendering to Landlord within 5 days after the Company at its principal office this Warrant, with the form of Election to Purchase Shares (the "Election to Purchase Shares") attached hereto as Exhibit A duly executed by the Holder and accompanied by payment of the Purchase Price for the number of shares of Common Stock specified in such form. Notwithstanding anything to the contrary in this Section 2(a), following the first anniversary of the date hereof, if the Company has consummated an initial public offering and if the Holder desires to exercise the Warrant in order to distribute the underlying shares to its limited partners or to sell such shares in order to distribute the proceeds thereof to such limited partners, then it may request that the Board of Directors of the Offer Notice, the time of the giving of such notice Company amend this Warrant to be of the essence provide for immediate exercise of this Paragraph, in which event Landlord Warrant (the "Request Date") and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In event such request is not granted within 15 days following the event that Tenant fails to accept Request Date the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant shall be deemed to have waived its rights under this Paragraph to lease the Offer Space, Landlord Holder shall have the absolute right to lease require the Offer Space Company to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect purchase this Warrant 45 days following the Request Date at a price equal to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance Fair Market Value of the Offer pursuant to Common Stock into which this Warrant is exercisable less the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effect.Purchase
Appears in 1 contract
Exercise. Provided this Lease shall then Subject to the provisions of Sections 4, 7 and 8, the Warrants, when evidenced by a Warrant Certificate, may be exercised at a price (the "Exercise Price") set forth in full force and effect and Tenant shall not be Section 1 hereof, on the basis of one Warrant for one share of Common Stock in default hereunder beyond whole or in part at any applicable notice and grace period, Tenant may exercise its right to lease time during the Offer Space by written notice to Landlord within 5 days after period (the "Exercise Period") commencing on the effective date of the Offer NoticeCompany's Form S-3 registration statement covering the Warrant Shares and terminating on February 4, 2001 (the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer"Expiration Date"). In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant A Warrant shall be deemed to have waived its rights under this Paragraph been exercised immediately prior to lease the Offer Spaceclose of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with payment to the Warrant Agent at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions▇▇▇▇▇ ▇-▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, in which case Tenant cash or by official bank or certified check, of an amount equal to the aggregate Exercise Price, in lawful money of the United States of America, made payable to Kestrel Energy, Inc. If payment is submitted in the form of a an uncertified non-bank check, the Warrant Agent shall have no further rights with respect obligation to issue shares of Common Stock until it has received collected funds. The person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date, provided, however, the Warrant Shares may be issued otherwise as provided herein. The Warrant Agent shall, at such time, verify that all of the conditions precedent to the Offer Spaceissuance of Warrant Shares set forth in Section 4 are satisfied as of the Exercise Date. If Landlord any one of the conditions precedent set forth in Section 4 is not satisfied as of the Exercise Date, the Warrant Agent shall wish request written instructions from the Company as to lease whether to return the Offer Space on terms Warrant and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant Exercise Price to the terms of this sectionexercising Registered Holder or to hold the same until all such conditions have been satisfied. Notwithstanding Tenant's acceptance of the Offer pursuant to the terms of this Paragraph, Landlord The Company shall not be obligated to deliver possession issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Warrant Shares which shall be issuable on exercise thereof shall be computed on the basis of the Offer Space to Tenant if, aggregate number of full Warrant Shares issuable on such exercise. Within five business days after the Exercise Date and in any event prior to delivery the pertinent Expiration Date, pursuant to a Stock Transfer Agreement between the Company and the Warrant Agent, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of possession Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the Offer Spacenumber of Warrant Shares delivered and shall cause payment of the Exercise Price to be promptly forwarded to the Company and in no event less than three (3) business days after receipt thereof. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. A detailed accounting statement relating to the number of Warrants exercised, Tenant the identity of the persons exercising, the amount of exercised funds remitted, and amount due to Warrant Agent for expenses incurred, will be given to the Company with the payment of each exercise amount, for payment by the Company within 15 days. This will serve as an interim accounting for the Company's use during the Exercise Period. A complete accounting will be made by the Warrant Agent to the Company concerning all persons exercising Warrants, the number of Warrant Shares issued and the amounts paid at the completion of the Exercise Period. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be in Default hereunder beyond affected by any applicable notice and grace period, in which event to the contrary. The Warrants shall not entitle the holder thereof to any of the rights of Tenant hereunder shareholders or to any dividend declared on the Common Stock unless the holder shall terminate have exercised the Warrants and be purchased the Warrant Shares prior to the record date fixed by the Board of no further force Directors of the Company for the determination of holders of Common Stock entitled to such dividend or effectother right.
Appears in 1 contract
Exercise. Provided This Warrant may be exercised by the holder hereof, in whole or in part, during normal business hours on any Business Day on or prior to the Expiration Date, by surrender of this Lease Warrant to the Company at its office maintained pursuant to Section 13.2(a) hereof, accompanied by a subscription in substantially the form attached to this Warrant (or a reasonable facsimile thereof) duly executed by such holder and accompanied by payment, (i) in cash, (ii) by certified check payable to the order of the Company, (iii) by wire transfer, or (iv) by the surrender by such holder to the Company, at the aforesaid offices, of any of the Company’s Senior Subordinated Notes due December 15, 2008 (the “Notes”) held by such holder, and all such Notes so surrendered shall then be credited against such payment in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, Tenant may exercise its right an amount equal to lease the Offer Space by written notice principal amount of such Notes plus accrued interest thereon to Landlord within 5 days after the date of the Offer Noticesurrender, or by any combination of any of the foregoing methods, in the amount obtained by multiplying (a) the number of Initial Warrant Shares (without giving effect to any adjustment thereof, other than pursuant to Section 2.5) designated in such subscription by (b) the Initial Warrant Price (such product, the “Exercise Price”), and such holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities), adjusted as provided in Sections 2 through 4 hereof (other than any adjustment under Section 2.5, it being understood that Section 2.5, if applicable, shall operate solely to increase the number of Initial Warrant Shares for which this Warrant may be exercised, converted or exchanged); provided that the amount of payment per share of Common Stock (or Other Securities) (after giving effect to any adjustments as provided in Sections 2 through 4 hereof) upon exercise, conversion or exchange shall never be less than the par value per share of Common Stock (or Other Securities) at the time of such exercise. To the giving of such notice to be of extent necessary, the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate the terms and conditions set forth in the Offer. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant Exercise Price shall be deemed to have waived its rights under this Paragraph been amended to lease reflect the Offer Space, Landlord shall have the absolute right to lease the Offer Space to any other person or entity on any same terms and conditions, in which case Tenant shall have no further rights with respect to the Offer Space. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant to the terms of this section. Notwithstanding Tenant's acceptance effects of the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effectforegoing proviso.
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Exercise. Provided this Lease shall then (a) Each Warrant may be in full force and effect and Tenant shall not be in default hereunder beyond exercised by the Registered Holder thereof at any applicable notice and grace period, Tenant may exercise its right to lease the Offer Space by written notice to Landlord within 5 days time on or after the date of Initial Exercise Date, but not after the Offer NoticeWarrant Expiration Date, the time of the giving of such notice to be of the essence of this Paragraph, in which event Landlord and Tenant shall enter into a amendment of this Lease, reasonably acceptable to Landlord and Tenant, to incorporate upon the terms and subject to the conditions set forth herein and in the Offerapplicable Warrant Certificate. In the event that Tenant fails to accept the offer contained in the Offer Notice within such 5 day period or fails to execute an Amendment modifying this Lease to incorporate the terms and conditions contained in the Offer within 5 days after such Amendment has been delivered to Tenant, Tenant A Warrant shall be deemed to have waived its rights under this Paragraph been exercised immediately prior to lease the Offer Spaceclose of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. Promptly following the exercise of any Warrant and receipt of proceeds in the form of cleared funds (the "Cleared Funds") representing the Purchase Price from the exercise of a Warrant (the "Warrant Proceeds"), Landlord the Company shall have cause to be issued and delivered to the absolute right to lease the Offer Space to any other person or entity persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder). In the case of payment made in the form of a check drawn on an account of Paramount or such other investment banks and brokerage houses as the Company shall approve, certificates shall immediately be issued upon the exercise of any same terms Warrant and conditionsreceipt of Cleared Funds received from the Warrant Proceeds.
(b) On the Exercise Date in respect of the exercise of any Warrant, the Company shall pay from Cleared Funds received from the Warrant Proceeds, a fee of 5% (the "Paramount Fee") of the Purchase Price to Paramount for Warrant exercises solicited by Paramount or its representatives (of which a portion may be reallowed by Paramount to the dealer who solicited the exercise, which may also be Paramount). In the event the Paramount Fee is not received within seven days of the date on which the Company receives Cleared Funds received from Warrant Proceeds, then the Paramount Fee shall begin accruing interest at an annual rate of prime plus three (3)%, payable by the Company to Paramount at the time Paramount receives the Paramount Fee. Within five days after exercise the Company, at the request of Paramount, shall send Paramount a copy of the reverse side of each Warrant exercised. In addition, Paramount may at any time during business hours, examine the records of the Company, including its ledger of original Warrant Certificates returned to the Company upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of Paramount. In addition to the foregoing, any costs incurred by Paramount shall be promptly reimbursed by the Company.
(c) In order to enforce the provisions of Section 4(b) above, in which case Tenant shall have no further rights with respect the event there is any dispute or question as to the Offer Spaceamount or payment of the Paramount Fee, the Company is hereby expressly authorized to establish an escrow account for the purpose of depositing the entire amount of the unpaid Paramount Fee, which amount will be deducted from the net Warrant Proceeds paid to the Company. If Landlord shall wish to lease the Offer Space on terms and conditions different from those contained The funds placed in the Offer, Landlord shall give Tenant a new Offer Notice, and Tenant shall have the further right to accept the new Offer pursuant escrow account may not be released to the terms of this sectionCompany without a written agreement from Paramount that the required Paramount Fee has been received by Paramount. Notwithstanding Tenant's acceptance of Paramount shall promptly notify the Offer pursuant to the terms of this Paragraph, Landlord shall not be obligated to deliver possession of the Offer Space to Tenant if, prior to delivery of possession of the Offer Space, Tenant shall be in Default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or effect.escrow
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