Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder, the Warrant Agent shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant Certificate, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. For the Warrants represented by avoidance of doubt, this Warrant Certificateshall not be subject to any vesting conditions and shall be immediately exercisable on any day on or after the Issuance Date. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate certificate and issuance of a new Warrant Certificate certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the later of (i) the date on which the Warrant Agent Company has received an Exercise NoticeNotice or (ii) the date on which the Company receives the Aggregate Exercise Price, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third second (3rd2nd) Trading Day following the later (such later date is referred to herein as the “Delivery Date”) of (i) the date on which the Warrant Agent Company has received such Exercise NoticeNotice or (ii) if the Aggregate Exercise Price is not paid by the Holder within one (1) Trading Day following such exercise as contemplated above in this Section 1(a), the date on which the Company receives the Aggregate Exercise Price, the Company shall (X) provided that (I) the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon Program and (II) such Warrant Shares are otherwise eligible for resale pursuant to Rule 144 (as defined in the request of the HolderConsulting Agreement), credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit/ Withdrawal at Custodian system, or (Y) if either of the Transfer Agent is immediately preceding clauses (I) or (II) are not participating in the DTC Fast Automated Securities Transfer Programsatisfied, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the HolderHolder and upon surrender hereof by the Holder at the principal office of the Company, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d8(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all transfer taxes and other fees which may be payable with respect to the issuance and delivery of the Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant CertificateWarrant.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Debenture. If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (includinghereof, without limitationincluding but not limited to the provisions of Section 1(c) below, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Warrant Agent has Company shall have received an the Exercise Notice, and upon receipt by the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, (i) payment to the Holder and, if Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent Shares as to which this Warrant is not then the Company’s transfer agent being exercised (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Aggregate Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account Price” and together with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent “Exercise Delivery Documents”) in cash or designeeby wire transfer of immediately available funds or (ii) notification from the Holder that this Warrant is being exercised pursuant to a Cashless Exercise, in each caseas defined below, sent the Company shall issue and dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exerciseexercise (or credit the Holder’s account through an electronic delivery of Common Stock through the DWAC system of the Depository Trust Company, if requested). Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a1(c) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable practicable, and in no event later than three (3) Business Days business days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares .
1 1, 339,286 warrants for each $750,000 in principal amount of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant CertificateNote purchased.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If (i) the Market Price of one share of Common Stock is greater than the Exercise Price and (ii) there is no effective registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any limitations, then Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (includinghereof, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “"Exercise Notice”"), of the Holder’s 's election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first fifth (1st5th) Trading Business Day following the date on which the Warrant Agent Company has received an the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit B, Notice to the Holder and, if the Warrant Agent is not then and the Company’s 's transfer agent Agent (the “"Transfer Agent”"), the Transfer Agent. On or before the third tenth (3rd10th) Trading Business Day following the date on which the Warrant Agent Company has received such the Exercise NoticeNotice (the "Share Delivery Date"), the Company shall (X) provided that the Transfer Agent is participating issue in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificatebook position, registered in the Company’s 's share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Preferred Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates delivered by book position confirmation evidencing such Warrant Shares (Shares, as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)IV) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Preferred Stock are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Preferred Stock to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Note and Share Cancellation and Exchange Agreement (Elite Data Services, Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation immediately available funds (or by cashless exercise if permitted under the terms of receipt of such Exercise Noticethis Warrant, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days business days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to be issued upon rescind such exercise in Holder’s sole discretion. If, at any time during the exercise Exercise Period, there is no effective registration statement of the Warrants represented by Company covering the Holder’s immediate resale of the Warrant Shares without any limitations, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant Certificatedetermined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, but rather in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued shall be rounded up to Holder. Y = the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery number of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation immediately available funds (or by cashless exercise if permitted under the terms of receipt of such Exercise Noticethis Warrant, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Warrant is not delivered by the Warrant Share Delivery Date the Company shall pay to the Holder $3,000 per day, for each day beyond the Warrant Share Delivery Date that the Company fails to deliver such Common Stock (unless such failure results from war, acts of terrorism, an epidemic, or natural disaster). Such amount shall be paid to Holder in cash by the fifth day of the month following the month in which it has accrued. The Company agrees that the right to exercise is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such exercise right are difficult if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section 1(a) are justified. If, at any time during the Exercise Period, there is no effective registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any limitations, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described 46811043;2 below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: X = Y (A-B) Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Noticeimmediately available funds, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock Shares to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares If the Company fails to cause its transfer agent to transmit to the Holder the respective Common Shares by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note to the extent the Note remains outstanding and any portion thereof unpaid. If at any time after the six (6) month anniversary of the Issuance Date, the Market Price of one (1) Common Share is greater than the Exercise Price and the Warrant Shares are not registered under an effective non-stale registration statement of the Company, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock are Shares computed using the following formula: X = Y (A-B) Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Security Agreement (Bloomios, Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall be required, nor 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 Company shall any medallion guarantee (have no obligation to inquire with respect to or other type otherwise confirm the authenticity of guarantee or notarizationthe signature(s) of contained on any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all nor the authority of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an person so executing such Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofNotice. On or before the first (1st) second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exerciseexercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days business days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to issue to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion in addition to all other rights and remedies at law, under this Warrant, or otherwise, and such failure shall also be deemed an event of default under the Debenture, material breach under this Warrant, and a material breach under the Purchase Agreement. If the Market Price of one share of Common Stock is greater than the Exercise Price, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and an Exercise Notice, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first third Trading Day (1stthe “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company on or prior to the second Trading Day following the date on which the Company shall have received the Exercise Notice of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be issued upon deemed an event of default under the exercise of Note. If at any time the Warrants represented by this Warrant Certificate, but rather Company does not have an effective registration statement registering the number of shares of Common Stock underlying the Warrant and the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of receive Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined cashless exercise, in Section 1(d))lieu of a cash exercise, the failure to deliver Warrant Shares equal to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt value of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: A Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f1(e)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant CertificateWarrant. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate certificate and issuance of a new Warrant Certificate certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the first (1st) Trading Day following number of Warrant Shares represented by this Warrant submitted for exercise is greater than the date on which number of Warrant Shares being acquired upon an exercise, then, at the Warrant Agent has received an Exercise Noticerequest of the Holder and upon surrender hereof by the Holder at the principal office of the Company, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Noticeas soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, in the form attached hereto as Exhibit B, issue and deliver to the Holder and(or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, if less the number of Warrant Shares with respect to which this Warrant is exercised. The Company shall cause the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (X) provided that Shares purchased hereunder to be transmitted by the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to by crediting the account of the Holder’s or its designee’s balance account with DTC The Depository Trust Company through its Deposit/Deposit or Withdrawal at Custodian system, or system (Y“DWAC”) if the Transfer Agent Company is not participating then a participant in such system and either (A) there is an effective registration statement permitting the DTC Fast Automated Securities Transfer Program, issue and deliver issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or, at or (B) the Holder’s instruction Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to the Exercise NoticeRule 144, the Holder’s agent or designee, in each case, sent and otherwise by reputable overnight courier to the address as specified in the applicable Exercise Notice, physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exerciseexercise to the address specified by the Holder in the Exercise Notice by the date that is the latest of (i) two (2) Trading Days after the delivery to the Company of the Exercise Notice, or (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder, the Warrant Agent shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant Certificate, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock Ordinary Shares are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock Ordinary Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant CertificateWarrant.
Appears in 1 contract
Mechanics of Exercise. Subject to Exercise of the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants purchase rights represented by this Warrant Certificate Option may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”)made, in whole or in part, part during the Term of this Option by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Optionee at the address of such Optionee appearing on the books of the Company). Upon receipt of Optionee’s Notice of Exercise the Company shall immediately cause the delivery of the Option Shares so purchased to Optionee, or in such name or names as Optionee may designate. In the event the Option is exercised in respect of less than all of the Option Shares purchasable on such exercise at any time prior to the date of expiration hereof, the remaining Option Shares shall continue to be subject to adjustment as set forth herein; provided however, that within ten (10) Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, or by way of a “cashless exercise” as set forth in paragraph 2D. above. Notwithstanding anything herein to the contrary, the Optionee shall not be required to physically surrender this Option to the Company until the Optionee has purchased all of the Option Shares available hereunder and the Option has been exercised in full, in which case, the Optionee shall surrender this Option to the Company for cancellation within ten (10) Trading Days following Optionees’s receipt of the balance of the Option Shares so exercised. Partial exercises of this Option resulting in purchases of a portion of the total number of Option Shares available hereunder shall have the effect of lowering the outstanding number of Option Shares purchasable hereunder in an amount equal to the Exercise Price in effect on applicable number of Option Shares purchased. The Optionee and the Company shall maintain records showing the number of Option Shares purchased and the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))purchases. The Holder Company shall not be required deliver any objection to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise any Notice of exercise shall be required, nor shall any medallion guarantee Exercise Form within one (or other type of guarantee or notarization1) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Business Day following the date on which the Warrant Agent has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Noticenotice. In the event of any dispute or discrepancy, the records of the Optionee shall be controlling and determinative in the form attached hereto as Exhibit Babsence of manifest error. The Optionee and any assignee, to by acceptance of this Option, acknowledge and agree that, by reason of the Holder andprovisions of paragraph 2 or 3, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request purchase of a portion of the HolderOption Shares hereunder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall Option Shares available for purchase hereunder at any given time may be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater less than the number of Warrant Shares being acquired upon an exercise, then, at amount stated on the request of the Holder, the Warrant Agent shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant Certificate, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificateface hereof.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. Unless the Warrant Shares are duly registered pursuant to an effective registration statement under the Securities Act, if the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of Warrant Shares to be issued upon to Holder. Y = the exercise number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation). A = the Market Price (at the date of such calculation). B = Exercise Price (as adjusted to the date of such calculation). If, at the time of the Warrants represented Company’s request (each a “Call Notice”), (i) the Warrant Shares are registered for resale by this Warrant Certificatethe Holder at prevailing market prices under an effective non-stale registration statement of the Company, but rather (ii) the Company is current in its reporting obligations with respect to the SEC, (iii) the VWAP of the Company’s common stock exceeds 140% of the Exercise Price in effect at that time for seven (7) consecutive Trading Days immediately preceding the date that the Call Notice is given to Holder, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except being called will not result in the case where Holder exceeding the Beneficial Ownership Limitation (as defined below), (vi) an exercise Event of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise Default (as defined in Section 1(d))the Note) (each an “Event of Default”) under the Note has not occurred, (vii) an event which with the failure to deliver passage of time or the giving of notice could become an Event of Default under the Note is not pending, and (viii) the average daily share trading volume of the Company’s common stock exceeds 200% of the number of Warrant Shares being called for seven (7) consecutive Trading Days immediately preceding the date that the Call Notice is given to Holder, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice for consideration equal to the Exercise Price in effect at that time multiplied by the number of Warrant Shares being called. A Call Notice may not be given to the Holder on or prior with respect to any portion of this Warrant which if exercised would cause such Holder to exceed the second Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (2nd60) calendar days before the end of the Exercise Period, nor more often than one time each ten (10) Trading Day Days. In the event that during the ten (10) Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the closing bid price of the Company’s receipt Common Stock on the primary trading market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Aggregate Exercise Price Warrant Shares purchased pursuant to such Call Notice shall not be deemed to be a breach of equal the Warrants represented by this Warrant CertificateReset Price.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaidWarrant, the Holder shall deliver payment to the Company of an amount equal to or the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire Company’s transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))agent. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first second calendar day (1stthe “Warrant Share Delivery Date”) Trading Day following the date on which the Holder has delivered the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If the Market Price of one share of Common Stock is greater than the Exercise Price, then, unless there is an effective non-stale registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any limitation, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Warrant Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A= the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If the Market Price of one share of Common Stock is greater than the Exercise Price, and the Warrant Shares are not registered at that time under an effective registration statement of the Company and able to be issued upon deposited by Holder pursuant to such effective registration statement, then Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the exercise value of the Warrants represented by this Warrant Certificatedetermined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, but rather in which event the Company shall issue to Holder a number of shares of Common Stock computed using the following formula: Where X = the number of Shares to be issued shall be rounded up to Holder. Y = the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery number of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless such calculation). B = Exercise Price (as defined in Section 1(d)), the failure to deliver Warrant Shares adjusted to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt date of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificatesuch calculation).
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Warrant Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares Warrant Shares that the Holder elects to purchase under this Warrant (at the date of Common Stock to be issued shall be rounded up such calculation). A = the Market Price (at the date of such calculation). B = Exercise Price (as adjusted to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery date of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on at any day on time or after the Issuance Date (each, an “Exercise Date”)times, in whole or in part, by delivery (whether via facsimile facsimile, electronic mail or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant CertificateWarrant. Within one (1) Trading Day following an exercise the delivery of the Warrants represented by this Warrant Certificate as aforesaidExercise Notice, the Holder shall deliver make payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash or via by wire transfer of immediately available funds or, if the Holder did not notify provisions of Section 1(d) are applicable, by notifying the Company in such Exercise Notice that such exercise was made this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) of with respect to any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution Shares and delivery of an Exercise Notice for all of the then-remaining Warrant Shares Holder shall have the same effect as cancellation of the original of not be required to physically surrender this Warrant Certificate after delivery to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in accordance with full, in which case, the terms hereofHolder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date on which the final Exercise Notice has been delivered to the Company. On or before the first (1st) Trading Day following the date on which the Warrant Agent Holder has received an delivered the applicable Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit Bto the Exercise Notice, to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent (the “Transfer Agent”). If the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) and such information as the Company or Transfer Agent. On Agent may reasonably request in order to effect the credit or before issuance and dispatch, as applicable, set forth in clauses (X) or (Y) below, on or prior to the third first (3rd1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then the Company shall effect such credit or issuance on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Exercise Notice has been delivered to the Company. If the Holder has not delivered the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then the Company shall effect the credit or issuance and dispatch, as applicable, set forth in clauses (X) or (Y) below, on or prior to the first (1st) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) is delivered. For purposes of this Warrant, “Share Delivery Date” means the day on which the Company is required to deliver Warrant Agent has received such Exercise NoticeShares pursuant to this Section 1(a). On the Share Delivery Date, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery of an the Exercise NoticeNotice and payment of the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable), the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (Shares, as the case may be). If this Warrant Certificate is submitted physically delivered to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Trading Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock Warrant Shares are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent) which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant Shares in accordance with the Warrants represented terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by this Warrant Certificate. Notwithstanding the foregoingHolder to enforce the same, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant any waiver or consent with respect to a Cashless Exercise (as defined in Section 1(d))any provision hereof, the failure recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall not be required to deliver Warrant Shares with respect to the Holder on or an exercise prior to the second (2nd) Trading Day after the CompanyHolder’s receipt delivery of the Aggregate Exercise Price shall not be deemed (or notice of a Cashless Exercise) with respect to be a breach of the Warrants represented by this Warrant Certificatesuch exercise.
Appears in 1 contract
Sources: Warrant Agreement (Immunic, Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the HolderInvestor’s election to exercise this Warrant. The Investor shall not be required to deliver the Warrants represented by original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant Certificateresulting in purchases of a portion of the total number of Warrant Shares available hereunder shall 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. Within one (1) On or before the second Trading Day (the “Warrant Share Delivery Date”) following an exercise the date on which the Company shall have received the Exercise Notice, which Exercise Notice must be received by the Company prior to 11 a.m., New York, New York time to count as received on such date, and upon receipt by the Company of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by all or a portion of this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or via by wire transfer of immediately available funds (or by cashless exercise if permitted under the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original terms of this Warrant Certificate Warrant, in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise which case there shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any no Aggregate Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder Investor or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder Investor is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder Investor shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days business days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Investor the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Investor will have the right to rescind such exercise in Investor’s sole discretion, and such failure shall be deemed an “Event of Default” under the CSPA. Without in any way limiting the Investor’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Warrant is not delivered by the Warrant Share Delivery Date the Company shall pay to the Investor $3,000 per day, for each day beyond the Warrant Share Delivery Date that the Company fails to deliver such Common Stock (unless such failure results from war, acts of terrorism, an epidemic, or natural disaster). Such amount shall be paid to Investor in cash by the fifth day of the month following the month in which it has accrued. The Company agrees that the right to exercise is a valuable right to the Investor. The damages resulting from a failure, attempt to frustrate, interference with such exercise right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1(a) are justified. The Warrants may not be exercised on a cashless basis until the effectiveness of an S-1 Registration Statement registering the Warrant Shares or after ninety (90) days from the date hereof. If, at any time from the effectiveness of the S-1 Registration Statement through the end of the Exercise Period or after ninety (90) days from the date hereof, there is no effective registration statement of the Company covering the Investor’s immediate resale of the Warrant Shares without any limitations, then the Investor may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Investor a number of Common Stock computed using the following formula: Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Investor. Y = the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of that the Warrants represented by Investor elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Security Agreement (B2Digital, Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (includinghereof, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Initial Exercise Date (each, an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant CertificateWarrant. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate certificate and issuance of a new Warrant Certificate certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit BC, to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent Company has received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer ProgramProgram (which the Company shall cause the Transfer Agent to do at Holder’s request), upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit/ Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the HolderHolder and upon surrender hereof by the Holder at the principal office of the Company, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d8(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees in the nature of taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented this Warrant. The Holder and any assignee, by acceptance of this Warrant Certificate. Notwithstanding the foregoingWarrant, except in the case where an exercise acknowledge and agree that, by reason of the Warrants represented by provisions of this paragraph, following the purchase of a portion of the Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d))Shares hereunder, the failure to deliver number of Warrant Shares to available for purchase hereunder at any given time may be less than the Holder amount stated on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificateface hereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (Geoglobal Resources Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If the Market Price of one share of Common Stock is greater than the Exercise Price, then, unless there is an effective non-stale registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any limitation, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares Warrant Shares that the Holder elects to purchase under this Warrant (at the date of Common Stock to be issued shall be rounded up such calculation). A = the Market Price (at the date of such calculation). B = Exercise Price (as adjusted to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery date of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first third Trading Day (1stthe “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company on or prior to the second Trading Day following the date on which the Company shall have received the Exercise Notice of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be issued upon deemed an event of default under the exercise of Note. If at any time the Warrants represented by this Warrant Certificate, but rather Company does not have an effective registration statement registering the number of shares of Common Stock underlying the Warrant and the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Shares to be issued shall be rounded up to Holder. Y = the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery number of Warrant Shares upon exercise that the Holder elects to purchase under this Warrant (at the date of such calculation).
A = the average of the Warrants represented by this Warrant Certificate. Notwithstanding VWAP for the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or five days prior to the second (2nd) Trading Day after the Company’s receipt date of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant CertificateNotice.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in this Section 1(f)1), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”)Holder, in whole or in part, at any time on or after the Issuance Date by delivery (whether via e-mail, facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”)) to the Company or the Warrant Agent, of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate certificate and issuance of a new Warrant Certificate certificate evidencing the right to purchase receive the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate certificate after delivery of the Warrant Shares in accordance with the terms hereof. The Company or the Warrant Agent shall maintain records showing the number of Warrant Shares as to which this Warrant was exercised and the date of such exercise. The Company or the Warrant Agent shall deliver any objection to any Notice of Exercise form within 2 Business Days of receipt of the applicable Notice of Exercise. On or before the first (1st) Trading Day following the date on which the Warrant Agent Company has received an Exercise Notice, the Company shall transmit by e-mail or facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent Company has received such Exercise NoticeNotice (such date is referred to herein as the “Delivery Date”), the Company shall shall, (X) provided that (I) the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon Program and (II) either a registration statement for the request issuance to the Holder of the Holderapplicable Warrant Shares to be issued pursuant to such Exercise Notice is effective and the prospectus contained therein is usable or such Warrant Shares to be so issued are otherwise freely tradable, cause the Warrant Agent to credit such aggregate number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if either of the Transfer Agent is immediately preceding clauses (I) or (II) are not participating in the DTC Fast Automated Securities Transfer Programsatisfied, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise. Upon delivery of an the date on which the Company has received such Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be); provided, however, that if the date of such receipt is a date upon which the Common Stock transfer books of the Company are closed, such Holder shall be deemed to have become the record holder of such shares on, the next succeeding day on which the Common Stock transfer books of the Company are open. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the HolderHolder and upon surrender hereof by the Holder at the principal office of the Company, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase receive the number of Warrant Shares purchasable issuable under this Warrant immediately prior to such exercise under the Warrants represented by this Warrant Certificateexercise, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant CertificateWarrant.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (includinghereof, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on at any day time or times on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, by delivery (whether via facsimile facsimile, electronic mail or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Subject to prior consultation with the Warrants represented Company, the Holder shall specify in the Exercise Notice whether the Exercise Price will be paid in cash as set forth in this Section 1(a) or by this Warrant CertificateCashless Exercise (as defined in Section 1(d)). Within one (1) Trading Day following the delivery of an exercise Exercise Notice specifying payment of the Warrants represented by this Warrant Certificate as aforesaidExercise Price in cash, the Holder shall deliver make payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash or via by wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))funds. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice hereunder (until the Holder has purchased all of exercise shall be requiredthe Warrant Shares available hereunder and the Warrant has been exercised in full), nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) of with respect to any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution Shares and delivery of an Exercise Notice for all of the then-remaining Warrant Shares Holder shall have the same effect as cancellation of the original of not be required to physically surrender this Warrant Certificate after delivery to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in accordance with full, in which case, the terms hereofHolder shall surrender this Warrant to the Company for cancellation within two (2) Trading Days of the date on which the final Exercise Notice is delivered to the Company. On or before the first (1st) Trading Day following the date on which the Warrant Agent Holder has received an delivered the applicable Exercise NoticeNotice and (in the case of a cash exercise) paid the Exercise Price due thereunder, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit Bto the Exercise Notice, to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent (the “Transfer Agent”), . So long as the Transfer Agent. On Holder delivers the Aggregate Exercise Price (or before has elected a Cashless Exercise in the third Exercise Notice) on or prior to the first (3rd1st) Trading Day following the date on which the Warrant Agent Exercise Notice has received such been delivered to the Company, then on or prior to the later of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the first date on which both the Exercise NoticeNotice has been delivered to the Company and (in the case of a cash exercise) the Aggregate Exercise Price due thereunder has been paid in full (the “Share Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the HolderProgram (“FAST”), credit such aggregate number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses (including issue or transfer taxes) with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery of an the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (Shares, as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable make a notation within its books and in no event later than three (3) Business Days after any exercise and at the Company’s expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase records specifying the number of Warrant Shares purchasable immediately prior remaining available to purchase hereunder following such exercise under the Warrants represented by Warrant and this Warrant Certificate, less shall represent the number of right to purchase only such remaining Warrant Shares with respect to which the Warrants represented by as specified in this Warrant Certificate is exercisedSection 1(a). No fractional shares of Common Stock Warrant Shares are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather rather, as to any fraction of a Warrant Share that would otherwise be issued upon such exercise, the number Company shall, at the Company’s election, either (A) pay to the Holder (by wire transfer of shares immediately available funds to an account or accounts specified by the Holder) an amount in cash equal to the product of (1) such fraction, multiplied by (2) the Closing Sale Price of one share of the Common Stock to be issued shall be rounded on applicable exercise date, or (B) round up to the nearest next whole numberWarrant Share. The Company shall pay Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any and all taxes and fees which may be payable action or inaction by the Holder to enforce the same, any waiver or consent with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d))any provision hereof, the failure recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall not be required to deliver Warrant Shares with respect to the Holder on or an exercise prior to the second (2nd) Trading Day after the CompanyHolder’s receipt delivery of the Aggregate Exercise Price shall not be deemed (or notice of a Cashless Exercise, if applicable) with respect to be a breach of the Warrants represented by this Warrant Certificatesuch exercise.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Sculptor Capital Management, Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If the Market Price of one share of Common Stock is greater than the Exercise Price, and the Warrant Shares are not registered at that time under an effective registration statement of the Company and able to be deposited by Holder pursuant to such effective registration statement, then Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares Warrant Shares that the Holder elects to purchase under this Warrant (at the date of Common Stock to be issued shall be rounded up such calculation).
A = the Market Price (at the date of such calculation).
B = Exercise Price (as adjusted to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery date of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Warrant Agreement (nFusz, Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (includinghereof, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate AIR may be exercised by the Holder hereof on any day on or beginning after the Issuance Date date hereof and ending on and including July , 2005(2) (each, an the “Exercise Expiration Date”), in whole or in part, by (i) delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the such Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one AIR and (1ii) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date $1.00 for each $1.00 of such exercise multiplied by the number principal amount of Warrant Shares Additional Notes as to which the Warrants represented by this Warrant Certificate was so AIR is being exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds funds. The date the Exercise Notice and the Exercise Price are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date”; provided, however, that if the Holder did Exercise Notice and the Exercise Price are not notify delivered to the Company in such on the same date, the Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Date shall be the date of the later of the two deliveries. The Holder of this AIR shall not be required to deliver the original of this Warrant Certificate AIR in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares Additional Notes shall have the same effect as cancellation of the original of this Warrant Certificate AIR and issuance of a new Warrant Certificate AIR evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofAdditional Notes. On or before the first (1st) Trading Business Day following the date on which the Warrant Agent has received an Exercise NoticeDate, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such the Exercise Notice, in Notice and the form attached hereto as Exhibit B, Exercise Price to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”), the Transfer Agenthereof. On or before the third (3rd) Trading Business Day following the date on which the Warrant Agent has received such Exercise NoticeDate, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificateNotice an Additional Note, registered in the Company’s share register in the name of the Holder of this AIR or its designee (as indicated designee, in the applicable Exercise Notice), for the number of shares of Common Stock principal amount as to which the Holder of this AIR is entitled pursuant to such exercise. Upon delivery of an On the Exercise NoticeDate, the Holder of this AIR shall be deemed for all corporate purposes to have become the holder Holder of record of the Warrant Shares Additional Note with respect to which the Warrants represented by this Warrant Certificate have AIR has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of such Additional Note. Upon surrender of this AIR to the certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the HolderCompany following one or more partial exercises, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise receipt of the AIR and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate AIR (in accordance with Section 7(d5(d)) representing the right to purchase the number of Warrant Shares Additional Notes purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateAIR, less the number principal amount of Warrant Shares Additional Notes with respect to which the Warrants represented by this Warrant Certificate AIR is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares Additional Notes upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant CertificateAIR.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate Additional Investment Right may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”)day, in whole or in part, by (i) delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one Additional Investment Right, (1ii) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Additional Investment Right Shares as to which the Warrants represented by this Warrant Certificate was so Additional Investment Right is being exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if funds. The date the Holder did not notify Exercise Notice and the Aggregate Exercise Price are delivered to the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined determined in Section 1(d)). accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall not be required to deliver the original of this Warrant Certificate Additional Investment Right in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Additional Investment Right Shares shall have the same effect as cancellation of the original of this Warrant Certificate Additional Investment Right and issuance of a new Warrant Certificate Additional Investment Right evidencing the right to purchase the remaining number of Warrant Additional Investment Right Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading third Business Day following the date on which the Warrant Agent has received an Exercise NoticeDate, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such (X) issue and deliver to the address as specified in the Exercise Notice, a certificate, registered in the form attached hereto as Exhibit B, to name of the Holder andor its designee, if for the Warrant Agent number of shares of Common Stock to which the Holder is not then entitled pursuant to such exercise, or (Y) provided that the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to . On the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise NoticeDate, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Additional Investment Right Shares with respect to which the Warrants represented by this Warrant Certificate have Additional Investment Right has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as Additional Investment Right Shares. Upon surrender of this Additional Investment Right to the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the HolderCompany following one or more partial exercises, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise receipt of the Additional Investment Right and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate Additional Investment Right (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Additional Investment Right Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateAdditional Investment Right, less the number of Warrant Additional Investment Right Shares with respect to which the Warrants represented by this Warrant Certificate Additional Investment Right is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant CertificateAdditional Investment Right, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Additional Investment Right Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant CertificateAdditional Investment Right.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on at any day time or times on or after the Issuance Date (each, an “Exercise Initial Exercisability Date”), in whole or in part, by (i) delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one and (1ii) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver (A) payment to the Company of an amount equal to the applicable Exercise Price (as defined in effect on the date of such exercise Section 1(b)) multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash or via by wire transfer of immediately available funds or (B) if the Holder did not notify provisions of Section 1(d) are applicable, by notifying the Company in such Exercise Notice that such exercise was made this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect Notwithstanding anything herein to less than 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 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 shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant SharesShares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. Execution The Holder and delivery the Company shall maintain records showing the number of an Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Notice for all Form within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the then-remaining Warrant Shares shall have the same effect as cancellation of the original provisions of this Warrant Certificate after delivery paragraph, following the purchase of a portion of the Warrant Shares in accordance with hereunder, the terms number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent Company has received an the Exercise Notice, the Company shall transmit by facsimile or e-mail an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit B, Notice to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the earlier of (i) the third (3rd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Warrant Agent Company has received the Exercise Notice (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise NoticePrice (or notice of a Cashless Exercise) is delivered), the Company shall shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company agrees to maintain a transfer agent that is a participant in the DTC Fast Automated Securities Transfer Program so long as this Warrant remains outstanding and exercisable. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of an the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (Shares, as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Trading Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d6(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock Warrant Shares are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay p ay any and all taxes and fees (other than the Holder’s income taxes) which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant CertificateWarrant. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant The Company’s obligations to a Cashless Exercise (as defined in Section 1(d)), the failure to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder on to enforce the same, any waiver or prior 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. For purposes of clarity, if the Holder exercises this Warrant (other than by Cashless Exercise) at a time when the Holder may not sell the Warrant Shares without restriction or limitation either (I) pursuant to Rule 144 of the 1933 Act and without the requirement to be in compliance with Rule 144(c)(1) of the 1933 Act (or the Holder does not undertake to resell such Warrant Shares promptly after issuance while the Company is in compliance with the public information requirements of Rule 144(c)(1)) or (II) pursuant to an effective registration statement registering the Warrant Shares for issuance, the Company may satisfy the delivery of Warrant Shares under this Section 1(a) by issue and dispatch by overnight courier to the second (2nd) Trading Day after address as specified in the Exercise Notice, a certificate, registered in the Company’s receipt share register in the name of the Aggregate Exercise Price shall not be deemed Holder or its designee, for the number of Warrant Shares to be which the Holder is entitled pursuant to such exercise, which certificate may contain a breach of the Warrants represented by this Warrant Certificaterestrictive legend.
Appears in 1 contract
Sources: Warrant Agreement (Sphere 3D Corp)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on at any day time or times on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, by (i) delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one and (1ii) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver (A) payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash or via by wire transfer of immediately available funds or (B) if the Holder did not notify provisions of Section 1(d) are applicable, by notifying the Company in such Exercise Notice that such exercise was made this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) of with respect to any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent Holder has received an delivered the applicable Exercise NoticeNotice to the Company, the Company shall transmit by facsimile electronic mail an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit B, Notice to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Noticeapplicable Share Delivery Date, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including, without limitation, for same day processing. Upon delivery of an the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (Shares, as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three five (35) Business Trading Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock Warrant Shares are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate(other than the Holder’s income taxes). Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant The Company’s obligations to a Cashless Exercise (as defined in Section 1(d)), the failure to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder on to enforce the same, any waiver or prior consent with respect to any provision hereof, the second (2nd) Trading Day after recovery of any judgment against any Person or any action to enforce the Company’s receipt of same, or any setoff, counterclaim, recoupment, limitation or termination. While any Bridge SPA Warrants remain outstanding, the Aggregate Exercise Price Company shall not be deemed to be use a breach of transfer agent that participates in the Warrants represented by this Warrant CertificateDTC Fast Automated Securities Transfer Program. NOTWITHSTANDING ANY PROVISION OF THIS WARRANT TO THE CONTRARY, NO MORE THAN THE MAXIMUM ELIGIBILITY NUMBER OF WARRANT SHARES SHALL BE EXERCISABLE IN THE AGGREGATE HEREUNDER.
Appears in 1 contract
Sources: Securities Purchase Agreement (Cellect Biotechnology Ltd.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days business days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Securities Agreement (Cachet Financial Solutions, Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on at any day time or times on or after the Issuance Date (each, an “Exercise Initial Exercisability Date”), in whole or in part, by (i) delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one and (1ii) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver (A) payment to the Company of an amount equal to the applicable Exercise Price (as defined in effect on the date of such exercise Section 1(b)) multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash or via by wire transfer of immediately available funds or (B) if the Holder did not notify provisions of Section 1(d) are applicable, by notifying the Company in such Exercise Notice that such exercise was made this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect Notwithstanding anything herein to less than 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 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 shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant SharesShares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. Execution The Holder and delivery the Company shall maintain records showing the number of an Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Notice for all Form within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the then-remaining Warrant Shares shall have the same effect as cancellation of the original provisions of this Warrant Certificate after delivery paragraph, following the purchase of a portion of the Warrant Shares in accordance with hereunder, the terms number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent Company has received an the Exercise Notice, the Company shall transmit by facsimile or e-mail an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit B, Notice to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the earlier of (i) the third (3rd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Warrant Agent Company has received the Exercise Notice (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise NoticePrice (or notice of a Cashless Exercise) is delivered), the Company shall shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company agrees to maintain a transfer agent that is a participant in the DTC Fast Automated Securities Transfer Program so long as this Warrant remains outstanding and exercisable. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of an the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (Shares, as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Trading Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock Warrant Shares are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees (other than the Holder’s income taxes) which may be payable with respect to the issuance issu ance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant CertificateWarrant. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant The Company’s obligations to a Cashless Exercise (as defined in Section 1(d)), the failure to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder on to enforce the same, any waiver or prior 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. For purposes of clarity, if the Holder exercises this Warrant (other than by Cashless Exercise) at a time when the Holder may not sell the Warrant Shares without restriction or limitation either (I) pursuant to Rule 144 of the 1933 Act and without the requirement to be in compliance with Rule 144(c)(1) of the 1933 Act (or the Holder does not undertake to resell such Warrant Shares promptly after issuance while the Company is in compliance with the public information requirements of Rule 144(c)(1)) or (II) pursuant to an effective registration statement registering the Warrant Shares for issuance, the Company may satisfy the delivery of Warrant Shares under this Section 1(a) by issue and dispatch by overnight courier to the second (2nd) Trading Day after address as specified in the Exercise Notice, a certificate, registered in the Company’s receipt share register in the name of the Aggregate Exercise Price shall not be deemed Holder or its designee, for the number of Warrant Shares to be which the Holder is entitled pursuant to such exercise, which certificate may contain a breach of the Warrants represented by this Warrant Certificaterestrictive legend.
Appears in 1 contract
Sources: Warrant Agreement (Sphere 3D Corp)
Mechanics of Exercise. Subject A Holder may exercise this Warrant by delivering to the terms and conditions hereof Company (includingi) this Warrant, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, ii) an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written exercise notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), appropriately completed and duly executed, and (iii) payment of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by for the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if (collectively, the Holder did not notify “Exercise Delivery Documents”). The date such items are delivered to the Company (as determined in such accordance with the notice provisions hereof) is an “Exercise Notice that such exercise was made pursuant to a Cashless Exercise Date.” On or before the third Business Day (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarizationPurchase Agreement) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent Company has received an all of the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent Delivery Documents (the “Transfer AgentShare Delivery Date”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer ProgramProgram with respect to the Company, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram with respect to the Company, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery Each person in whose name any certificate for shares of an Exercise Notice, the Holder Common Stock is issued upon exercise of this Warrant as referred to above shall for all purposes be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Warrants represented by this Warrant Certificate have been exercisedExercise Delivery Documents were delivered to the Company or, irrespective in the cased of a Cashless Exercise referred to in Section 1(d) the date such Warrant Shares are credited upon which the notification of a Cashless Exercise was delivered to the Holder’s DTC account or Company; provided, however, that if the date of such delivery is a date upon which the Common Stock transfer books of the certificates evidencing Company are closed, such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder, the Warrant Agent person shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant Certificate, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to have become the record holder of such shares on, and such certificate shall be a breach dated, the next succeeding Business Day on which the Common Stock transfer books of the Warrants represented by this Warrant CertificateCompany are open.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that issue the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (such number referred to hereinafter as the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if “Exercised Amount” and such shares to be issued referred to hereinafter as the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate“Exercised Warrant Shares”), registered in the Company’s share register in the name of the Holder or its designee designee. At the option of the Holder, such shares shall be issued either: (i) in DRS book entry form, (ii) directly into a brokerage account by DWAC transfer (if eligible), or (iii) on one or more certificates dispatched by overnight courier to the address as indicated specified in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exerciseExercised Amount, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number Exercised Amount. If at any time after the 6 month anniversary of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares Issuance Date, the Market Price of one share of Common Stock is greater than the Exercise Price and the Warrant Shares are to be issued upon the exercise not registered under an effective non-stale registration statement of the Warrants represented by Company, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant Certificatedetermined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, but rather in which event the Company shall issue to Holder a number of shares of Common Stock to be issued shall be rounded up to computed using the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.following formula:
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (includinghereof, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the first month anniversary date after the Issuance Date (each, an “Exercise Date”), in whole or in part, subject to a vesting period equal to One Million (1,000,000) shares per month for each month the Advisory Agreement dated May 18, 2016 remains in effect with the Holder (if the Advisory Agreement is terminated early, the Holder shall be entitled to only the number of shares vested as of such termination date, and otherwise forfeit the remaining number of shares not vested), by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “"Exercise Notice”"), of the Holder’s 's election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first fifth (1st5th) Trading Business Day following the date on which the Warrant Agent Company has received an the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit B, Notice to the Holder and, if the Warrant Agent is not then and the Company’s 's transfer agent Agent (the “"Transfer Agent”"), the Transfer Agent. On or before the third tenth (3rd10th) Trading Business Day following the date on which the Warrant Agent Company has received such the Exercise NoticeNotice (the "Share Delivery Date"), the Company shall (X) provided that the Transfer Agent is participating issue in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificatebook position, registered in the Company’s 's share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (Shares, as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)IV) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “"Exercise Notice”"), of the Holder’s 's election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the "Warrant Share Delivery Date") following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the "Aggregate Exercise Price" and together with the Exercise Notice, the Company shall transmit "Exercise Delivery Documents") in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s 's share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder willhave the right to rescind such exercise in Holder's sole discretion, and such failure shall be deemed an event of default under the Note. If (i) the Market Price of one share of Common Stock is greater than the Exercise Price and (ii) there is no effective non-stale registration statement of the Company covering the Holder's immediate resale of the Warrant Shares without any limitations, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares Warrant Shares that the Holder elects to purchase under this Warrant (at the date of Common Stock to be issued shall be rounded up such calculation). A = the Market Price (at the date of suchcalculation). B = Exercise Price (as adjusted to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery date of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuchcalculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. (a) Subject to the terms and conditions hereof (includingprovisions of this Agreement, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on Warrantholder in whole or after in part upon surrender at the Issuance Date Office to the Company of the Warrant Certificate(s) evidencing the Warrants, together with the form of election to purchase (each, an “Exercise Date”the "Election to Purchase"), in the form set forth as Exhibit B hereto or in the form set forth as Exhibit C hereto (in --------- ------- - the case of a Warrant Exchange (as defined)), duly completed and signed by such warrantholder or by such Warrantholder's appointed legal representative or attorney-in--fact and upon payment in full of the Exercise Price for each Warrant exercised (except in the case of a Warrant Exchange). Payment of the aggregate Exercise Price shall be made by certified or official bank check payable to the order of the Company.
(b) Upon due exercise of the Warrants and surrender of the Warrant Certificate, duly completed and signed, and payment of' the Exercise Price as aforesaid, the Company shall cause to be issued to or upon the written order of the Warrantholder and in such name or names as the Warrantholder may designate in the Election to Purchase, the Warrant Shares so purchased. In lieu of delivering physical certificates representing the Warrant Shares, provided the Company's transfer agent is participating in the Depositary Trust Issuer Fast Automated Securities Transfer ("FAST") program, upon request of the Warrantholder, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise of the Warrants to the holder by crediting the account of the Warrantholder's prime broker with Depositary Trust Company through its Deposit Withdrawal Agent Commission system (an "Electronic Transfer"). If all of the items referred to in the first sentence of the preceding paragraph are received by the Company at or prior to 1:00 p.m., Nevada time, on a Business Day, the exercise of the Warrants to which such items relate will be effective on such Business Day. If all of such items are received after 1:00 p.m., Nevada time, on a Business Day, the exercise of the Warrants to which such items relate will be effective on the next Business Day.
(c) The number and kind of Warrant Shares for which Warrants may be exercised shall be subject to adjustment from time to time as set forth in Article 7 hereof.
(d) The Warrants shall be exercisable as provided herein at the election of the Warrantholder in whole or in part, by delivery (whether via facsimile or otherwise) . In the event that the holder of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less fewer than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of evidenced thereby, a new Warrant Certificate Certificate(s) evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining unexercised Warrant Shares shall have be issued to such Warrantholder, and the same effect as cancellation Company is hereby irrevocably authorized to execute and deliver the required new Warrant Certificate(s) pursuant to provisions of the original Article 2 and Article 3 of this Agreement.
(e) All Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder, the Warrant Agent shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant Certificate, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares Certificates surrendered upon exercise of the Warrants represented shall be canceled and disposed of by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. i. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in provisions of Section 1(f))) herein, exercise of the Warrants purchase rights represented by this each Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”)made, in whole or in part, at any time or times on or after the Issuance Date and on or before the Expiration Date by (x) in the case of Warrants represented by a Warrant Certificate that is not a Global Warrant, delivery to the Company pursuant to Section 9 hereof of a duly executed copy (whether via facsimile or otherwisee-mail attachment) of a written notice, the Exercise Notice in the form attached hereto as Exhibit A (the “Exercise Notice”)) or (y) in the case of Global Warrants, complying with the applicable procedures of the Holder’s election Depositary. The date on which such applicable requirements are complied with is an “Exercise Date.” If (and only if) Cash Exercise is applicable to such exercise the Warrants represented by this Warrant Certificate. Within one (1pursuant to Section 1(d) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaidbelow, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares covered by such exercise to the Warrant Agent at the office of the Warrant Agent designed for such purpose from time to time, by (A) wire transfer from a United States bank payable to the Warrant Agent or (B) payment to the Company Warrant Agent through the DTC system, unless cashless exercise is applicable, by no later than 10:00 a.m. Eastern time on the Trading Day immediately following the applicable Exercise Date. If less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of the purchase rights represented by the Warrants are exercised at any time prior to the expiration of the Warrants, a new Warrant Certificate shall be issued for the remaining number of such Warrants, and the Warrant Agent is hereby authorized to countersign the required new Warrant Certificate pursuant to the terms of the Agreement. Partial exercises of this Warrant Certificate shall have the effect of lowering the outstanding number of Warrants represented hereby in an amount equal to the Exercise Price in effect on applicable number of Warrants exercised, and any new Warrant Certificate issued as a result thereof shall reflect such applicable lower number. The Holder and the Company shall maintain records showing the number of Warrants exercised and the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder, the Warrant Agent shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant Certificate, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificateexercises.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If the Market Price of one share of Common Stock is greater than the Exercise Price and the Warrant Shares are not registered under an effective non-stale registration statement of the Company, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where: X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares Warrant Shares that the Holder elects to purchase under this Warrant (at the date of Common Stock to be issued shall be rounded up such calculation). A = the Market Price (at the date of such calculation). B = Exercise Price (as adjusted to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery date of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (includinghereof, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on at any day time or times on or after the Issuance Initial Exercisability Date (each, an “Exercise and on or before the Expiration Date”), in whole or in part, by delivery to the Company (whether via facsimile facsimile, electronic mail or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s 's election to exercise the Warrants represented by this Warrant CertificateWarrant. Within one two (12) Trading Day Days following an exercise the delivery of the Warrants represented by this Warrant Certificate as aforesaidExercise Notice, the Holder shall deliver make payment to the Company (i) of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash or via by wire transfer of immediately available funds funds; provided, however, that if the Holder did not notify is subject to HSR Act Restrictions (as defined in Section 1(g) below), the Purchase Price shall be paid to the Company in such Exercise Notice within five (5) Business Days of the termination of all HSR Act Restrictions or, (ii) if the provisions of Section 1(c) are applicable, by notifying the Company that such exercise was made this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d1(c)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be requiredhereunder provided that the Holder confirms it has not transferred the Warrant or any interest in it, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) of with respect to any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent Company has received an the applicable Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit Bto the Exercise Notice, to the Holder and, if the Warrant Agent is not then and the Company’s 's transfer agent (the “Transfer Agent”). Subject to Section 1(e), so long as the Transfer Agent. On Holder delivers the Aggregate Exercise Price (or before notice of a Cashless Exercise) on or prior to the third second (3rd2nd) Trading Day following the date on which the Warrant Agent Exercise Notice has received been delivered to the Company, then on or prior to the earlier of (i) the third (3rd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Exercise Notice has been delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the second (2nd) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered (such Exercise Noticeearlier date, the “Share Delivery Date”), the Company shall (X) provided that if the Warrant Shares to be delivered are “restricted securities” within the meaning of Rule 144 under the Securities Act (“Restricted Securities”), deliver such securities, at the Holder’s option, by book-entry or issue a certificate representing such Warrant Shares and (Y) if the Warrant Shares are not Restricted Securities, then (I) if the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system, or (YII) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise. Upon The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Subject to Section 1(e), upon delivery of an the Exercise NoticeNotice and payment of the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercisedexercised (the “Exercise Date”), irrespective of the date such Warrant Shares are credited to the Holder’s 's DTC account or the date of delivery of the certificates evidencing such Warrant Shares (Shares, as the case may be. However, if the Holder is subject to HSR Act filing requirements (a) the Exercise Date shall be deemed to be the date immediately following the date of the expiration of all HSR Act Restrictions and (b) for the purposes of Section 1(c), the Fair Market Value of one Warrant Share shall be determined as of the date of the Exercise Notice. If this Warrant Certificate is submitted physically delivered to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Trading Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d6(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock Warrant Shares are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock Warrant Shares to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent) which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with the Warrants represented terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by this Warrant Certificate. Notwithstanding the foregoingHolder to enforce the same, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant any waiver or consent with respect to a Cashless Exercise (as defined in Section 1(d))any provision hereof, the failure recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall not be required to deliver Warrant Shares with respect to the Holder on or an exercise prior to the second (2nd) Trading Day after the CompanyHolder’s receipt delivery of the Aggregate Exercise Price shall not be deemed (or notice of a Cashless Exercise) with respect to be a breach of the Warrants represented by this Warrant Certificatesuch exercise.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this This Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”)holder hereof, in whole or in part, by delivery (whether via facsimile or otherwise) the surrender of a written notice, in this Warrant and the form Notice of Exercise attached hereto as Exhibit A (the “Exercise Notice”), duly completed and executed on behalf of the Holder’s election to exercise holder hereof, at the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise principal office of the Warrants represented by this Company together with payment in full of the Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price then in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Warrant Stock as to which the Holder Warrant is entitled pursuant to such exercisebeing exercised. Upon delivery of an Exercise Notice, the Holder This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Stock issuable upon such exercise shall be treated for all corporate purposes to have become as the holder of such shares of record as of the Warrant Shares with respect close of business on such date. As promptly as practicable on or after such date, the Company at its expense shall cause to which the Warrants represented by this Warrant Certificate have been exercised, irrespective of the date such Warrant Shares are credited be issued and delivered to the Holder’s DTC account person or persons entitled to receive the date of delivery of the same a certificate or certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and for the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number full shares of Warrant Shares being acquired Stock issuable upon an such exercise, thentogether with cash in lieu of any fraction of a share as provided above. The shares of Warrant Stock issuable upon exercise hereof shall, at the request of the Holder, upon their
(1) a certificate representing the Warrant Agent shall as soon as practicable and in no event later than Stock is not delivered to the holder within three (3) Business Days after any of the due exercise of this Warrant by the holder and at the Company’s expense, issue and deliver (2) prior to the Holder (time such certificate is received by the holder, the holder, or its designee) a new Warrant Certificate any third party on behalf of the holder or for the holder's account, purchases (in accordance with Section 7(d)an open market transaction or otherwise) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant Certificate, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to deliver in satisfaction of a sale by the nearest whole number. The holder of shares represented by such certificate (a "Buy-In"), then the Company shall pay any and all taxes and fees which may be payable with respect in cash to the issuance and delivery holder (for costs incurred either directly by such holder or on behalf of Warrant Shares upon exercise a third party) the amount by which the total purchase price paid for Common Stock as a result of the Warrants represented Buy-In (including brokerage commissions, if any) exceeds the proceeds received by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise such holder as a result of the Warrants represented by this Warrant Certificate is validly made pursuant sale to a Cashless Exercise (as defined in Section 1(d)), which such Buy-In relates. The holder shall provide the failure to deliver Warrant Shares Company written notice indicating the amounts payable to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt holder in respect of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant CertificateBuy-In.]
Appears in 1 contract
Sources: Securities Purchase Agreement (Advancis Pharmaceutical Corp)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If the Market Price of one share of Common Stock is greater than the Exercise Price and the Company does not have an effective non-stale registration statement covering the Holder’s immediate public resale of the Warrant Shares at prevailing market prices, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares Warrant Shares that the Holder elects to purchase under this Warrant (at the date of Common Stock to be issued shall be rounded up such calculation). A = the Market Price (at the date of such calculation). B = Exercise Price (as adjusted to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery date of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Securities Agreement (SPYR, Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (includinghereof, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, by submitting information including the Warrants represented by this then-applicable Exercise Price, number of Warrant CertificateShares purchased equal to or lower than the then-applicable number of Warrant Shares (collectively, the “Exercise Information”). The Holder does not guarantee the accuracy of the then-applicable Exercise Price and the inaccuracy of the then-applicable Exercise Price on the Exercise Notice shall not render the Exercise Notice invalid. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if not, subject to the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in provisions of Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first second (1st2nd) Trading Day following the date on which the Warrant Agent Company has received an Exercise Notice, upon checking that the Exercise Information supplied by the Holder is accurate, the Company shall transmit by facsimile or email an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent Company has received such Exercise NoticeNotice and, in the event that the Holder has chosen to exercise in cash, the receipt of the payment of the Aggregate Exercise Price , the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver mail to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise NoticeNotice and in the event that the Holder has chosen to exercise in cash, the Company’s receipt of the payment of the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the total number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired by the Holder upon an exercise, then, at the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three five (35) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall will from time to time promptly pay any and all taxes and fees which charges that may be payable with imposed upon the Company in respect to of the issuance and or delivery of Warrant Shares shares of Common Stock upon the exercise of this Warrant, but the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price Company shall not be deemed obligated to be a breach pay any transfer taxes in respect of the Warrants represented by this Warrant Certificateor such shares.
Appears in 1 contract
Sources: Warrant Agreement (Xynomic Pharmaceuticals Holdings, Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Debenture. If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: X = Y (A-B) Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares Warrant Shares that the Holder elects to purchase under this Warrant (at the date of Common Stock to be issued shall be rounded up such calculation). A = the Market Price (at the date of such calculation). B = Exercise Price (as adjusted to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery date of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Securities Agreement (Parallax Health Sciences, Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the ““ Exercise NoticeNotice ”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaidWarrant, the Holder shall deliver payment to the Company of an amount equal to or the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire Company’s transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))agent. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first second calendar day (1stthe “ Warrant Share Delivery Date ”) Trading Day following the date on which the Holder has delivered the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “ Aggregate Exercise Price ” and together with the Exercise Notice, the Company shall transmit “ Exercise Delivery Documents ”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If the Market Price of one share of Common Stock is greater than the Exercise Price, then, unless there is an effective non-stale registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any limitation, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Warrant Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) five Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion.
(i) the Market Price (as herein defined) of one share of Common Stock is greater than the Exercise Price and (ii) there is no effective, non-stale registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any limitations, then Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Warrant Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares Warrant Shares that the Holder elects to purchase under this Warrant (at the date of Common Stock to be issued shall be rounded up such calculation). A= the Market Price (at the date of suchcalculation). B= Exercise Price (as adjusted to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery date of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Security Agreement (theMaven, Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. Unless the Warrant Shares are duly registered pursuant to an effective non-stale registration statement under the Securities Act permitting the immediate resale of the Warrant Shares by the Holder at prevailing market prices, if the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Warrant Shares to be issued upon to Holder. Y = the exercise number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation). A = the Market Price (at the date of such calculation). B = Exercise Price (as adjusted to the date of such calculation). If, at the time of the Warrants represented Company’s request (each a “Call Notice”), (i) the Warrant Shares are registered for resale by this Warrant Certificatethe Holder at prevailing market prices under an effective non-stale registration statement of the Company, but rather (ii) the Company is current in its reporting obligations with respect to the SEC, (iii) the VWAP of the Company’s common stock exceeds 140% of the Exercise Price in effect at that time for seven (7) consecutive Trading Days immediately preceding the date that the Call Notice is given to Holder, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except being called will not result in the case where Holder exceeding the Beneficial Ownership Limitation (as defined below), (vi) an exercise Event of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise Default (as defined in Section 1(d))the Note) (each an “Event of Default”) under the Note has not occurred, (vii) an event which with the failure to deliver passage of time or the giving of notice could become an Event of Default under the Note is not pending, and (viii) the average daily share trading volume of the Company’s common stock exceeds 200% of the number of Warrant Shares being called for seven (7) consecutive Trading Days immediately preceding the date that the Call Notice is given to Holder, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice for consideration equal to the Exercise Price in effect at that time multiplied by the number of Warrant Shares being called. A Call Notice may not be given to the Holder on or prior with respect to any portion of this Warrant which if exercised would cause such Holder to exceed the second Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (2nd60) calendar days before the end of the Exercise Period, nor more often than one time each ten (10) Trading Day Days. In the event that during the ten (10) Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the closing bid price of the Company’s receipt Common Stock on the primary trading market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Aggregate Exercise Price Warrant Shares purchased pursuant to such Call Notice shall not be deemed to be a breach of equal the Warrants represented by this Warrant CertificateReset Price.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofexercised. On or before the first (1st) second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, which Exercise Notice must be received by the Company prior to 11 a.m., Miami, Florida time to count as received on such date, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation immediately available funds (or by cashless exercise if permitted under the terms of receipt of such Exercise Noticethis Warrant, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any partial exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exerciseexercised, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days business days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised, provided that, the Holder may elect to keep this Warrant subject to an applicable downward adjustment of exercisable shares in lieu of the issuance of a new Warrant. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be issued upon deemed an “Event of Default” under the exercise Note. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Warrants represented by Common Stock issuable upon conversion of this Warrant Certificateis not delivered by the Warrant Share Delivery Date the Company shall pay to the Holder $500 per day, but rather for each day beyond the Warrant Share Delivery Date that the Company fails to deliver such Common Stock (unless such failure results from war, acts of terrorism, an epidemic, or natural disaster). Such amount shall be paid to Holder in cash by the fifth day of the month following the month in which it has accrued. The Company agrees that the right to exercise the Warrant is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such exercise right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1(a) are justified. At any time during the Exercise Period, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of shares of Common Stock computed using the following formula: Where X = the number of Shares to be issued shall be rounded up to Holder. Y = the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery number of Warrant Shares upon that the Holder elects to exercise of the Warrants represented by under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Note Purchase Agreement (RespireRx Pharmaceuticals Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that issue the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock Shares to which the Holder is entitled pursuant to such exercise (such number referred to hereinafter as the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if “Exercised Amount” and such shares to be issued referred to hereinafter as the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate“Exercised Warrant Shares”), registered in the Company’s share register in the name of the Holder or its designee designee. At the option of the Holder, such shares shall be issued either (i) in DRS book entry form, (ii) directly into a brokerage account by DWAC transfer (if eligible), or (iii) on one or more certificates dispatched by overnight courier to the address as indicated specified in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exerciseExercised Amount, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the Exercised Amount. 1 The number of Warrant Shares is determined based on the number of the Company’s common shares that would be issued upon full conversion of the Note. Initially, this will be calculated based on the first prong of the Conversion Price definition in Section 2.2(a) of the Note ($4.72 per share). If the conversion price is adjusted downwards pursuant to the Note, so that the number of shares issuable upon the full conversion of the Note increases, the number of Warrant Shares with respect will be adjusted accordingly. If at any time after the 6 month anniversary of the Issuance Date, the Market Price of one Common Share is greater than the Exercise Price and the Warrant Shares are not registered under an effective non-stale registration statement of the Company, the Holder may elect to which receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the Warrants represented by value of this Warrant Certificate is exercised. No fractional shares determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock are Shares computed using the following formula: Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Security Agreement (Neuraxis, INC)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (eachMay , an “Exercise Date”)2005, in whole or in part, by (i) delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one and (1ii) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver (A) payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify or (B) by notifying the Company in such Exercise Notice that such exercise was made this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Business Day following the date on which the Warrant Agent Company has received an each of the Exercise NoticeNotice and the Aggregate Exercise Price (or notice of a Cashless Exercise) (the “Exercise Delivery Documents”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit B, Delivery Documents to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Business Day following the date on which the Warrant Agent Company has received such all of the Exercise NoticeDelivery Documents (the “Share Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeNotice and Aggregate Exercise Price referred to in clause (ii)(A) above or notification to the Company of a Cashless Exercise referred to in Section 1(d), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted delivered to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) two Business Days after any exercise the Share Delivery Date and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant CertificateWarrant.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (includinghereof, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Exercisability Date”), in whole or in partpart (but not as to fractional shares), by (i) delivery (whether via facsimile or otherwise) of a written notice, notice in the form attached hereto as Exhibit A (the “Exercise Notice”), ” ) of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one and (1ii) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))funds. The Holder shall not be required to deliver the original of surrender this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of provided that this Warrant Certificate and issuance of a new Warrant Certificate evidencing is surrendered to the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On Company on or before the first (1st) Trading second Business Day following the date on which the Warrant Agent Company has received an each of the Exercise NoticeNotice and the Aggregate Exercise Price (the “Exercise Delivery Documents”). On or before the first Business Day following the date on which the Company has received each of the Exercise Delivery Documents, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit B, Delivery Documents to the Holder and, if the Warrant Agent is not then and to the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Business Day following the date on which the Warrant Agent Company has received such all of the Exercise NoticeDelivery Documents and after the Company shall have received this Warrant (the “Share Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents and surrender of this Warrant, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) five Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject Provided the Warrant Shares are included in an effective registration statement or are otherwise exempt from registration when sold,
(a) Provided such Purchaser has notified the Company of such Purchaser’s intention to sell: (i) upon the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this applicable Warrant Certificate as aforesaidor part thereof, the Holder shall deliver payment to Company shall, at its own cost and expense, take all necessary action (including the Company issuance of an amount equal opinion of counsel reasonably acceptable to such Purchaser following a request by such Purchaser) to assure that the Exercise Price Company’s transfer agent shall issue shares of the Common Stock in effect on the date name of such exercise multiplied by Purchaser (or its nominee) or such and in such denominations to be specified representing the number of Warrant Shares as issuable upon such exercise; and (ii) the Company warrants that no instructions other than these instructions have been or will be given to which the Warrants represented transfer agent of the Common Stock and that the applicable Warrant Shares issued will be freely transferable, subject to the prospectus delivery requirements of the Securities Act if the Warrant Shares are included in an effective registration statement and the provisions of this Agreement, and will not contain a legend restricting the resale or transferability of the Warrant Shares.
(b) Such Purchaser will give notice of its decision to exercise its right to exercise the applicable Warrant or part thereof by this Warrant Certificate was so telecopying or otherwise delivering an executed and completed notice of the number of shares to be exercised to the Company (the “Aggregate Exercise PriceForm of Subscription”) in cash or via wire transfer of immediately available funds if the Holder did not notify and by either remitting payment to the Company in such Exercise Notice that such for the purchase of the Warrant Shares or electing the cashless exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))provisions of the applicable Warrant. The Holder shall Such Purchaser will not be required to deliver surrender the original applicable Warrant until such Purchaser receives a credit to the account of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be requiredthe Purchaser’s prime broker through the DWAC system (as defined below), nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than representing all of the Warrant Shares shall have issuable under the same effect as cancellation Warrant. Each date on which a Form of Subscription is telecopied or delivered to the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares Company in accordance with the provisions hereof shall be deemed an “Exercise Date.” Pursuant to the terms hereof. On or before of the first (1st) Trading Day following the date on which the Warrant Agent has received an Exercise NoticeForm of Subscription, the Company will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) business day of the date of the delivery to the Company of the Form of Subscription and shall cause the transfer agent to transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, the certificates representing the Warrant Shares set forth in the form attached hereto as Exhibit B, applicable Form of Subscription to the Holder and, if by crediting the Warrant Agent is not then account of such Purchaser’s prime broker with the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) business days after receipt by the request Company of the Holder, credit such aggregate number Form of shares Subscription (the “Delivery Date”).
(c) The Company understands that a delay in the delivery of Common Stock to which the Holder is entitled Warrant Shares in the form required pursuant to Section 9 hereof beyond the Delivery Date could result in economic loss to such Purchaser. In the event that the Company fails to direct its transfer agent to deliver the applicable Warrant Shares to such Purchaser via the DWAC system within the time frame set forth in Section 9.1(b) above and the applicable Warrant Shares are not delivered to such Purchaser by the Delivery Date, as compensation to such Purchaser for such loss, the Company agrees to pay late payments to such Purchaser for late issuance of the applicable Warrant Shares in the form required pursuant to Section 9 hereof upon exercise of the applicable Warrant in the amount equal to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, greater of: (i) $500 per business day after the Delivery Date; or (Yii) if the Transfer Agent is not participating such Purchaser’s actual damages from such delayed delivery. The Company shall pay any payments incurred under this Section in immediately available funds upon demand and, in the DTC Fast Automated Securities Transfer Programcase of actual damages, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent accompanied by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name reasonable documentation of the Holder or its designee (as indicated in the applicable Exercise Notice), for amount of such damages. Such documentation shall show the number of shares of Common Stock such Purchaser is forced to purchase (in an open market transaction) which the Holder is entitled pursuant to such Purchaser anticipated receiving upon such exercise. Upon delivery of an Exercise Notice, the Holder and shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (calculated as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(aamount by which (A) and such Purchaser’s total purchase price (including customary brokerage commissions, if any) for the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder, the Warrant Agent shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant Certificate, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon so purchased exceeds (B) the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall was not be deemed to be a breach of the Warrants represented by this Warrant Certificatetimely honored.
Appears in 1 contract
Sources: Securities Purchase Agreement (Elec Communications Corp)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise The Holder shall not be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect required to less than 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 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 Exercise Notice 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 shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exerciseexercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares. The Holder and the Company shall maintain records showing the number of Warrant Shares (as purchased and the case may be)date of such purchases. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)7) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to issue to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion in addition to all other rights and remedies at law, under this Warrant, or otherwise. If the Market Price of one share of Common Stock is greater than the Exercise Price, then, unless there is an effective non-stale registration statement of the Company which contains a prospectus that complies with Section 5(b) and Section 10 of the Securities Act of 1933 at the time of exercise and covers the Holder’s immediate resale of all of the Warrant Shares at prevailing market prices (and not fixed prices) without any limitation, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and an Exercise Notice, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Security Agreement (Clean Energy Technologies, Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise part at any time Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exerciseexercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder shall have, in addition to all other rights and remedies at law or otherwise, the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. For the Warrants represented by avoidance of doubt, this Warrant Certificateshall not be subject to any vesting conditions and shall be immediately exercisable on any day on or after the Issuance Date. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate certificate and issuance of a new Warrant Certificate certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the later of (i) the date on which the Warrant Agent Company has received an Exercise NoticeNotice or (ii) the date on which the Company receives the Aggregate Exercise Price, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third second (3rd2nd) Trading Day following the later (such later date is referred to herein as the “Delivery Date”) of (i) the date on which the Warrant Agent Company has received such Exercise NoticeNotice or (ii) if the Aggregate Exercise Price is not paid by the Holder within one (1) Trading Day following such exercise as contemplated above in this Section 1(a), the date on which the Company receives the Aggregate Exercise Price, the Company shall (X) provided that (I) the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer ProgramProgram and (II) either a Registration Statement (as defined in the Registration Rights Agreement between the Company and C▇▇▇▇ ▇▇ III, upon Ltd.) for the request resale by the Holder of the Holderapplicable Warrant Shares to be issued pursuant to such Exercise Notice is effective or such Warrant Shares are otherwise eligible for resale pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (or a successor rule thereto) (“Rule 144”), credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit/ Withdrawal at Custodian system, or (Y) if either of the Transfer Agent is immediately preceding clauses (I) or (II) are not participating in the DTC Fast Automated Securities Transfer Programsatisfied, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the HolderHolder and upon surrender hereof by the Holder at the principal office of the Company, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d8(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all transfer taxes and other fees which may be payable with respect to the issuance and delivery of the Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant CertificateWarrant.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f1(g)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or from and after the Issuance Date (each, an “Initial Exercise Date”), in whole or in part, by (i) delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A I (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one and (1ii) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver (A) payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify or (B) by notifying the Company in such Exercise Notice that such exercise was made this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d))) by delivery of a written notice, in the form attached hereto as Exhibit II. The date the Exercise Notice and the Aggregate Exercise Price (or notice of a Cashless Exercise) are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date”. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Business Day following the date on which the Warrant Agent has received an Exercise NoticeDate, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such the Exercise Notice, in Notice and the form attached hereto as Exhibit B, Aggregate Exercise Price to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Business Day following the date on which the Warrant Agent has received such Exercise NoticeDate, the Company shall (X) provided that direct the Transfer Agent is participating in to credit through The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to . On the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise NoticeDate, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If Upon surrender of this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the HolderCompany following one or more partial exercises, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise receipt of the Warrant and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. In the Warrants represented by event that the Company is unable to electronically deliver the Warrant Shares because of applicable securities laws, then the Company shall issue and deliver to the address as specified in the Exercise Notice a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the holder of this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made entitled pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificatesuch exercise.
Appears in 1 contract
Sources: Amendment Agreement (Arotech Corp)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares Warrant Shares that the Holder elects to purchase under this Warrant (at the date of Common Stock to be issued shall be rounded up such calculation). A = the Market Price (at the date of such calculation). B = Exercise Price (as adjusted to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery date of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Security Agreement (WESTMOUNTAIN Co)
Mechanics of Exercise. Subject to the terms and conditions hereof (includinghereof, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”)until the Expiration Time, in whole or in part, by (i) delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one and (1ii) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver (A) payment to the Company Warrant Agent of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash by certified or via official bank check, or by wire transfer of immediately available funds if or (B) provided the Holder did not notify conditions for cashless exercise set forth in Section 1(d) are satisfied, by notifying the Company in such Exercise Notice Warrant Agent that such exercise was made this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate Certificate, if applicable, in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Business Day following the date on which the Warrant Agent has received an each of the Exercise NoticeNotice and the Aggregate Exercise Price (or notice of a Cashless Exercise) (collectively, the Company “Exercise Delivery Documents”), the Warrant Agent shall transmit by facsimile electronic mail an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit B, Delivery Documents to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Business Day following the date on which the Warrant Agent has received such each of the Exercise NoticeNotice and the Aggregate Exercise Price (or notice of a Cashless Exercise) (collectively, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTCExercise Delivery Documents”) Fast Automated Securities Transfer Program, upon (the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice“Share Delivery Date”), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder, the Warrant Agent shall as soon as practicable and cause the Warrant Shares to be issued in no event later than three (3) Business Days after any exercise and at the Company’s expense, issue name of and deliver to the Holder (i) written confirmation that the Warrant Shares have been issued in the name of the Holder, and (ii) at the election of the Company, a new warrant of like tenor to purchase all of the Warrant Shares that may be purchased pursuant to the portion, if any, of this Warrant not exercised by the Holder. If the Company is then a participant in the Deposit or Withdrawal at Custodian (“DWAC”) system of The Depository Trust Company or its designeenominee (the “DTC”) a new Warrant Certificate and either (in accordance with Section 7(d)A) representing there is an effective registration statement, or qualified offering statement, permitting the right to purchase issuance of the number of Warrant Shares purchasable immediately prior to such exercise under or resale of the Warrants represented by this Warrant Certificate, less the number of Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates (or book-entries) for Warrant Shares may be transmitted by the transfer agent to the Holder by crediting the account of the Holder’s broker with respect to which the Warrants represented by this Warrant Certificate is exercisedDTC through its DWAC system. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Security Agreement (Worksport LTD)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Noticeimmediately available funds, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock Shares to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares If the Company fails to cause its transfer agent to transmit to the Holder the respective Common Shares by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note to the extent the Note remains outstanding and any portion thereof unpaid. If at any time after the six (6) month anniversary of the Issuance Date, the Market Price of one (1) Common Share is greater than the Exercise Price and the Warrant Shares are not registered under an effective non-stale registration statement of the Company, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock are Shares computed using the following formula: Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares Warrant Shares that the Holder elects to purchase under this Warrant (at the date of Common Stock to be issued shall be rounded up such calculation). A = the Market Price (at the date of such calculation). B = Exercise Price (as adjusted to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery date of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Security Agreement (Bloomios, Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, by delivery (whether via e-mail, facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”) to the Warrant Agent 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 or the Warrant Agent (or to the Company if the exercise is made pursuant to a Cashless Exercise (as defined in Section 1(d)), of the Holder’s election to exercise the Warrants represented by this Warrant CertificateWarrant. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company Warrant Agent of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds (to the account set forth on Schedule A hereto) if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate certificate and issuance of a new Warrant Certificate certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate certificate after delivery of the Warrant Shares in accordance with the terms hereof. The Holder and the Company or the Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company or the Warrant Agent shall deliver any objection to any Notice of Exercise form within 2 Business Days of receipt of the applicable Notice of Exercise. On or before the first (1st) Trading Day following the date on which the Warrant Agent Company has received an Exercise NoticeNotice for a Cashless Exercise, the Company shall transmit by e-mail or facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following (A) in the event of a Cashless Exercise, the date on which the Company has received such Exercise Notice or (B) in the event of an exercise for cash, the later of (i) the date on which the Warrant Agent has received such Exercise NoticeNotice or (ii) the date on which the Warrant Agent receives the Aggregate Exercise Price (such date is referred to herein as the “Delivery Date”), the Company shall shall, (X) provided that (I) the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon Program and (II) either a registration statement for the request issuance to the Holder of the Holderapplicable Warrant Shares to be issued pursuant to such Exercise Notice is effective and the prospectus contained therein is usable or such Warrant Shares to be so issued are otherwise freely tradable, cause the Warrant Agent to credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if either of the Transfer Agent is immediately preceding clauses (I) or (II) are not participating in the DTC Fast Automated Securities Transfer Programsatisfied, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery (A) in the event of a Cashless Exercise, the date on which the Company has received such Exercise Notice or (B) in the event of an exercise for cash, the later of (i) the date on which the Warrant Agent has received such Exercise NoticeNotice or (ii) the date on which the Warrant Agent receives the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be); provided, however, that if the date of such receipt is a date upon which the Common Stock transfer books of the Company are closed, such Holder shall be deemed to have become the record holder of such shares on, the next succeeding day on which the Common Stock transfer books of the Company are open. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the HolderHolder and upon surrender hereof by the Holder at the principal office of the Company, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant CertificateWarrant.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) third Trading Day following the date on which the Warrant Agent has Company shall have received an the Exercise Notice, and upon receipt by the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, (i) payment to the Holder and, if Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent Shares as to which this Warrant is not then the Company’s transfer agent being exercised (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Aggregate Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account Price” and together with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent “Exercise Delivery Documents”) in cash or designeeby wire transfer of immediately available funds or (ii) notification from the Holder that this Warrant is being exercised pursuant to a Cashless Exercise, in each caseas defined below, sent the Company shall issue and dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder, the Warrant Agent shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant Certificate, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant CertificateShares.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (includinghereof, without limitationincluding but not limited to the provisions of Section 1(c) below, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) third Trading Day following the date on which the Warrant Agent has Company shall have received an the Exercise Notice, and upon receipt by the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, payment to the Holder and, if Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent Shares as to which this Warrant is not then the Company’s transfer agent being exercised (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Aggregate Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account Price” and together with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent “Exercise Delivery Documents”) in cash or designeeby wire transfer of immediately available funds, in each case, sent the Company shall issue and dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder, the Warrant Agent shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant Certificate, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant CertificateShares.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If the Market Price of one share of Common Stock is greater than the Exercise Price, then Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: X = Y (A-B) Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (includinghereof, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in partpart (but not as to fractional shares), by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), ) of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunderWarrant. No ink-original Exercise Notice of exercise Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Notice form be required. Execution and Within two (2) Trading Days of the delivery of an such Exercise Notice with respect Notice, if both (A) the Holder is not electing a Cashless Exercise (as defined below) pursuant to less than all Section 1(d) of this Warrant and (B) a registration statement registering the issuance of the Warrant Shares shall have under the same effect Securities Act of 1933, as cancellation amended (the “Securities Act”), is effective and available for the issuance of the original of this Warrant Certificate and Shares, or an exemption from registration under the Securities Act is available for the issuance of a new the Warrant Certificate evidencing Shares, payment to the right Company of an amount equal to purchase the remaining applicable Exercise Price multiplied by the number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of to which this Warrant Certificate is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds (a “Cash Exercise”). The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in the event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after delivery of the Warrant Shares in accordance with the terms hereofsuch exercise. On or before the first (1st) Trading Day following the date on which the Warrant Agent Company has received an the Exercise Notice (the date upon which the Company has received the Exercise Notice, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit B, Notice to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent for the Common Stock (the “Transfer Agent”), . The Company shall deliver any objection to the Transfer AgentExercise Notice on or before the second Trading Day following the later of the date on which the Company has received the Exercise Notice. On or before the third (3rd) second Trading Day following the date on which the Warrant Agent Company has received such the Exercise Notice, provided the Aggregate Exercise Price has been received by the Company shall prior to such Trading Day (the “Share Delivery Date”), the Company shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system, or (Y) ), if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST Program or if the certificates are required to bear a legend regarding restriction on transferability, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeNotice and payment of the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (Shares, as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Trading Days after any exercise such submission and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price Company shall not be deemed required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a breach name other than that of the Warrants represented by Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant Certificateor receiving Warrant Shares upon exercise hereof.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, which Exercise Notice must be received by the Company prior to 11 a.m., Miami, Florida time to count as received on such date, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation immediately available funds (or by cashless exercise if permitted under the terms of receipt of such Exercise Noticethis Warrant, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days business days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be issued upon deemed an “Event of Default” under the exercise Note. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Warrants represented by Common Stock issuable upon conversion of this Warrant Certificateis not delivered by the Warrant Share Delivery Date the Company shall pay to the Holder $2,000 per day, but rather for each day beyond the Warrant Share Delivery Date that the Company fails to deliver such Common Stock (unless such failure results from war, acts of terrorism, an epidemic, or natural disaster). Such amount shall be paid to Holder in cash by the fifth day of the month following the month in which it has accrued. The Company agrees that the right to exercise the Warrant is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such exercise right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1(a) are justified. If, at any time during the Exercise Period, there is no effective registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any limitations, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of shares of Common Stock computed using the following formula: Where X = the number of Shares to be issued shall be rounded up to Holder. Y = the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery number of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, which Exercise Notice must be received by the Company prior to 11 a.m., New York, New York time to count as received on such date, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation immediately available funds (or by cashless exercise if permitted under the terms of receipt of such Exercise Noticethis Warrant, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor shall direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Warrant is not delivered by the Warrant Share Delivery Date the Company shall pay to the Holder $1,000 per day, for each day beyond the Warrant Share Delivery Date that the Company fails to deliver such Common Stock (unless such failure results from war, acts of terrorism, an epidemic, or natural disaster). Such amount shall be paid to Holder in cash by the fifth day of the month following the month in which it has accrued. The Company agrees that the right to exercise is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such exercise right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1(a) are justified. If, at any time during the Exercise Period, there is no effective registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any limitations, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares Warrant Shares that the Holder elects to purchase under this Warrant (at the date of Common Stock to be issued shall be rounded up such calculation). A = the Market Price (at the date of such calculation). B = Exercise Price (as adjusted to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery date of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”)) to the Company or the Warrant Agent, of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) Trading Day following the date on which the Warrant Agent Company has received an Exercise Notice, the Company shall transmit by e-mail or facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day (the “Warrant Share Delivery Date”) following the date on which the Warrant Agent has Company shall have received such the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise if permitted under the terms of this Warrant, in which case there shall be no Aggregate Exercise Price provided), the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days business days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional ________________________ 1 Exercise price was amended on September 14, 2020. If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to be issued upon rescind such exercise in Holder’s sole discretion. If, at any time during the exercise Exercise Period, there is no effective registration statement of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to covering either (1) the issuance and delivery of the Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding Warrant, or (2) the foregoing, except in the case where an exercise Holder’s immediate resale of the Warrants represented by this Warrant Certificate is validly made Shares without any limitations, then the Holder may elect to receive Warrant Shares pursuant to a Cashless Exercise cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (as defined or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in Section 1(d)), which event the failure Company shall issue to deliver Holder a number of Common Stock computed using the following formula: Where X = the number of shares to be issued to Holder. Y = the number of Warrant Shares to that the Holder on or prior elects to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by purchase under this Warrant Certificate(at the date of such calculation). A = the Market Price (at the date of such calculation).
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Predictive Oncology Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If (i) the Market Price of one share of Common Stock is greater than the Exercise Price and (ii) there is no effective non-stale registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any limitations, then Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: X = Y (A-B) Where X = the number of Warrant Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares Warrant Shares that the Holder elects to purchase under this Warrant (at the date of Common Stock to be issued shall be rounded up such calculation). A = the Market Price (at the date of such calculation). B = Exercise Price (as adjusted to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery date of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “"Exercise Notice”"), . of the Holder’s 's election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the "Warrant Share Delivery Date") following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the "Aggregate Exercise Price" and together with the Exercise Notice, the Company shall transmit "Exercise Delivery Documents") in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s 's share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder ▇▇▇▇ have the right to rescind such exercise in Holder's sole discretion, and such failure shall be deemed an event of default under the Purchase Agreement to the extent any securities issued thereunder remain outstanding and are held by the Holder. If at any time after the 6-month anniversary of the Issuance Date, the Market Price of one share of Common Stock is greater than the Exercise Price and the Warrant Shares are not registered under an effective non-stale registration statement of the Company, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X= the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on at any day time or from time to time on or after the Issuance Amendment Date (each, an “Exercise and before the Expiration Date”), in whole or in part, by delivery to the Company (whether via facsimile electronic mail or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant CertificateWarrant. Within one (1) Trading Day following an exercise the delivery of the Warrants represented by this Warrant Certificate as aforesaidExercise Notice, the Holder shall deliver make payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash or via by wire transfer of immediately available funds or, if the Holder did not notify provisions of Section 1(d) are applicable, by notifying the Company in such Exercise Notice that such exercise was made this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) of with respect to any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution Shares and delivery of an Exercise Notice for all of the then-remaining Warrant Shares Holder shall have the same effect as cancellation of the original of not be required to physically surrender this Warrant Certificate after delivery to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in accordance with full, in which case, the terms Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date on which the final Exercise Notice is delivered to the Company. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree 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. On or before the first (1st) Trading Day following the date on which the Warrant Agent Holder has received an delivered the applicable Exercise NoticeNotice to the Company, the Company shall transmit by facsimile electronic mail an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit Bto the Exercise Notice, to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent (the “Transfer Agent”), . So long as the Transfer Agent. On Holder delivers the Aggregate Exercise Price (or before notice of a Cashless Exercise) on or prior to the third first (3rd1st) Trading Day following the date on which the Warrant Agent Exercise Notice has received been delivered to the Company, then on or prior to the earlier of (i) the first (1st) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Exercise Notice has been delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the first (1st) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered (such Exercise Noticeearlier date, the “Share Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon applicable Warrant Shares are subject to an effective registration statement registering the request resale of the HolderWarrant Shares by the Holder or any of the other Unrestricted Conditions is satisfied in respect of such Warrant Shares, credit such aggregate number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC The Depository Trust Company (“DTC”) through its Deposit/Deposit / Withdrawal at At Custodian system, or (Y) if the Transfer Agent applicable Warrant Shares are not subject to an effective registration statement registering the resale of the Warrant Shares by the Holder and none of the other Unrestricted Conditions is not participating satisfied in the DTC Fast Automated Securities Transfer Programrespect of such Warrant Shares, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the physical address or e-mail address as specified in the applicable Exercise Notice, a certificatecertificate or evidence of a credit of book-entry shares, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery of an the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercisedexercised pursuant to such Exercise Notice, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (Shares, as the case may be). If this Warrant Certificate is submitted physically delivered to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Trading Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock Warrant Shares are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock Warrant Shares to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent) which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant Shares in accordance with the Warrants represented terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by this Warrant Certificate. Notwithstanding the foregoingHolder to enforce the same, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant any waiver or consent with respect to a Cashless Exercise (as defined in Section 1(d))any provision hereof, the failure recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall not be required to deliver Warrant Shares with respect to the Holder on or an exercise prior to the second (2nd) Trading Day after the CompanyHolder’s receipt delivery of the Aggregate Exercise Price shall not be deemed (or notice of a Cashless Exercise) with respect to be a breach of the Warrants represented by this Warrant Certificatesuch exercise.
Appears in 1 contract
Sources: Security Agreement (BiomX Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on at any day time or times on or after the date which is six months after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (each, an “Exercise Date”), as defined below) in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant CertificateWarrant. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d11(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate certificate and issuance of a new Warrant Certificate certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the later of (i) the date on which the Warrant Agent Company has received an Exercise NoticeNotice or (ii) the date on which the Company receives the Aggregate Exercise Price, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third second (3rd2nd) Trading Day following the later of (i) the date on which the Warrant Agent Company has received such Exercise NoticeNotice or (ii) if the Aggregate Exercise Price is not paid by the Holder within one (1) Trading Day following such exercise as contemplated above in this Section 1(a), the date on which the Company receives the Aggregate Exercise Price (such later date is referred to herein as the “Delivery Date”), the Company shall (X) provided that (I) the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon Program and (II) either a Registration Statement (as defined in the request Securities Purchase Agreement)) for the resale by the Holder of the Holderapplicable Warrant Shares to be issued pursuant to such Exercise Notice is effective or such Warrant Shares are otherwise eligible for resale pursuant to Rule 144 (as defined in the Securities Purchase Agreement), credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit/ Withdrawal at Custodian system, or (Y) if either of the Transfer Agent is immediately preceding clauses (I) or (II) are not participating in the DTC Fast Automated Securities Transfer Programsatisfied, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the HolderHolder and upon surrender hereof by the Holder at the principal office of the Company, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d7(g)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant CertificateWarrant.
Appears in 1 contract
Sources: Common Stock Purchase Warrant
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares Warrant Shares that the Holder elects to purchase under this Warrant (at the date of Common Stock to be issued shall be rounded up such calculation). A = the Market Price (at the date of such calculation). B = Exercise Price (as adjusted to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery date of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Security Agreement (U.S. Rare Earth Minerals, Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaidWarrant, the Holder shall deliver payment to the Company of an amount equal to or the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire Company’s transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))agent. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first second calendar day (1stthe “Warrant Share Delivery Date”) Trading Day following the date on which the Holder has delivered the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If the Market Price of one share of Common Stock is greater than the Exercise Price, then, unless there is an effective non-stale registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any limitation, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Warrant Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If the Market Price of one share of Common Stock is greater than the Exercise Price, and the Warrant Shares are not registered under an effective and non-stale registration statement of the Company at the time of the respective exercise hereunder, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares Warrant Shares that the Holder elects to purchase under this Warrant (at the date of Common Stock to be issued shall be rounded up such calculation). A = the Market Price (at the date of such calculation). B = Exercise Price (as adjusted to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery date of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Warrant Agreement (Hip Cuisine Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by in whole or in part at any time or times during the Holder on any day on or after the Issuance Date Exercise Period (each, an “Exercise Date”), in whole or in part, ) by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) fifth Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, which Exercise Notice must be received by the Company prior to 11 a.m., New York, New York time to count as received on such date, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation immediately available funds (or by cashless exercise if permitted under the terms of receipt of such Exercise Noticethis Warrant, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Warrant is not delivered by the Warrant Share Delivery Date the Company shall pay to the Holder $2,000 per day, for each day beyond the Warrant Share Delivery Date that the Company fails to deliver such Common Stock (unless such failure results from war, acts of terrorism, an epidemic, or natural disaster). Such amount shall be paid to Holder in cash by the fifth day of the month following the month in which it has accrued. The Company agrees that the right to exercise is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such exercise right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1(a) are justified. If, at any time after the initial effective date of the S-1 registration statement filed in connection with the Common Stock Purchase Agreement dated February __, 2021 between the Company and the Investor and during the Exercise Period, there is no effective registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any limitations, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Warrant Agent has Company shall have received an the Exercise Notice, which Exercise Notice must be received by the Company shall transmit prior to 11 a.m., Miami, Florida time to count as received on such date, and upon receipt by facsimile an acknowledgment the Company of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, payment to the Holder and, if Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent Shares as to which all or a portion of this Warrant is not then the Company’s transfer agent being exercised (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Aggregate Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account Price” and together with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent “Exercise Delivery Documents”) in cash or designeeby wire transfer of immediately available funds (or by cashless exercise if permitted under the terms of this Warrant, in each casewhich case there shall be no Aggregate Exercise Price provided), sent the Company shall direct its transfer agent to issue and dispatch by reputable overnight courier on or before the second Trading Day to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days business days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be issued upon deemed an “Event of Default” under the exercise Note. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Warrants represented by Common Stock issuable upon conversion of this Warrant Certificateis not delivered by the Warrant Share Delivery Date the Company shall pay to the Holder $2,000 per day, but rather for each day beyond the Warrant Share Delivery Date that the Company fails to deliver such Common Stock (unless such failure results from war, acts of terrorism, an epidemic, or natural disaster). Such amount shall be paid to Holder in cash by the fifth day of the month following the month in which it has accrued. The Company agrees that the right to exercise the Warrant is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such exercise right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1(a) are justified. If, at any time during the Exercise Period, there is no effective registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any limitations, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of shares of Common Stock computed using the following formula: Where X = the number of Shares to be issued shall be rounded up to Holder. Y = the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery number of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Securities Agreement (Qrons Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent Company has received such the Exercise Notice, and upon receipt by the Company shall of (Xi) provided that payment to the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon of an amount equal to the request of applicable Exercise Price multiplied by the Holder, credit such aggregate number of shares of Common Stock Warrant Shares as to which this Warrant is being exercised (the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account “Aggregate Exercise Price” and together with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent “Exercise Delivery Documents”) in cash or designeeby wire transfer of immediately available funds or (ii) notification from the Holder that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(c)), in each case, sent the Company shall issue and dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a1(c) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days business days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Wireless Ronin Technologies Inc)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise, which certificate shall not bear any restrictive legend. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder, the Warrant Agent shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant Certificate, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original ; provided, however, if this Warrant has been exercised in full, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Exercise Notice is delivered to the Company. Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder’s Exercise Notice is received by the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, as provided for herein, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case no cash payment shall be provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or or, subject to the provisions of applicable law, its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exerciseexercise (or deliver such shares of Common Stock in electronic format). Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the written request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Trading Days after any such exercise and request and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)7) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right, but not the obligation, to rescind such exercise in Holder’s sole discretion in addition to all other rights and remedies at law, under this Warrant, or otherwise, and such failure shall also be issued upon deemed a material breach under this Warrant, and a material breach under the exercise Subscription Agreement. If, at the time an Exercise Notice is delivered, the Market Price of one share of Common Stock is greater than the Exercise Price, then, unless there is an effective registration statement of the Warrants represented by Company covering the resale of the Holder’s Warrant Shares, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant Certificatedetermined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, but rather in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of Shares to be issued shall be rounded up to the nearest whole numberHolder. The Company shall pay any and all taxes and fees which may be payable with respect to Y = the issuance and delivery number of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Security Agreement (BioRestorative Therapies, Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation immediately available funds (or if permitted by the terms of receipt of such Exercise Noticethis Warrant, by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to be issued upon the rescind such exercise of the Warrants represented by this Warrant Certificatein Holder’s sole discretion, but rather the number of shares of Common Stock to be issued and such failure shall be rounded up to deemed an event of default under the nearest whole numberAgreement. The Company Borrower shall pay include on the next registration statement the Borrower files with SEC (as well as on each subsequent registration statement if such initial registration statement is withdrawn and/or there are any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares remaining) all shares issuable upon exercise conversion of the Warrants represented by this Warrant CertificateAgreement. Notwithstanding the foregoing, except Failure to do so will result in the case where an exercise Event of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise Default (as defined in Section 1(d))the Agreement) under the Agreement. At any time following the date that is six months following the date hereof, in the event Warrant Shares are not then subject to an effective registration statement, the failure Holder may elect to deliver receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder on or prior to a number of Common Stock computed using the second (2nd) Trading Day after following formula: Where X = the Company’s receipt number of the Aggregate Exercise Price shall not be deemed Shares to be a breach issued to Holder. Y = the number of Warrant Shares that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). A = the Market Price (at the date of such calculation).
Appears in 1 contract
Sources: Security Agreement (Players Network)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on at any day time on or after the Issuance Date (each, an “Exercise Initial Exercisability Date”), in whole or in partwhole, by delivery (whether via facsimile facsimile, electronic mail or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant CertificateWarrant. Within one (1) Trading Day following an exercise the delivery of the Warrants represented by this Warrant Certificate as aforesaidExercise Notice, the Holder shall deliver make payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash or via by wire transfer of immediately available funds or if the Holder did not notify provisions of Section 1(d) are applicable, by notifying the Company in such Exercise Notice that such exercise was made this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) of with respect to any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent Company has received an the applicable Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit Bto the Exercise Notice, to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent (the “Transfer Agent”). So long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, the Transfer Agent. On then on or before prior to the third (3rd) Trading Day following the date on which the Warrant Agent Exercise Notice has received such been delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise NoticePrice (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the first (1st) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered (the “Share Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon and either (i) there is an effective registration statement permitting the request issuance of the HolderWarrant Shares to or resale of the Warrant Shares by Holder or (ii) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, credit such aggregate number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or the Warrant Shares are otherwise ineligible for issuance via DTC, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including, without limitation, for same day processing. Upon delivery of an the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (Shares, as the case may be). If this Warrant Certificate is submitted physically delivered to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three two (32) Business Trading Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock Warrant Shares are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent) which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant Shares in accordance with the Warrants represented terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by this Warrant Certificate. Notwithstanding the foregoingHolder to enforce the same, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant any waiver or consent with respect to a Cashless Exercise (as defined in Section 1(d))any provision hereof, the failure recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall not be required to deliver Warrant Shares with respect to the Holder on or an exercise prior to the second (2nd) Trading Day after the CompanyHolder’s receipt delivery of the Aggregate Exercise Price shall not be deemed (or notice of a Cashless Exercise) with respect to be a breach of the Warrants represented by this Warrant Certificatesuch exercise.
Appears in 1 contract
Sources: Common Share Purchase Warrant (Spectrum Global Solutions, Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Initial Exercise Eligibility Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “"Exercise Notice”"), of the Holder’s 's election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Business Day following the date on which the Warrant Agent Company has received an each of the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit B, Notice to the Holder and, if the Warrant Agent is not then and the Company’s 's transfer agent (the “"Transfer Agent”"), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent Company has received such the Exercise Notice, and upon receipt by the Company of (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate Exercise Price" and together with the Exercise Notice, the "Exercise Delivery Documents") in cash or by wire transfer of immediately available funds or (B) notification from the Holder that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)) (the date of receipt of the Exercise Delivery Documents being referred to as (the "Share Delivery Date"), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s 's or its designee’s 's balance account with DTC through its Deposit/Deposit Withdrawal at Custodian Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s 's share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. When issued, the Warrant Shares shall be issued free of restrictive legends unless the Registration Statement (as defined in the Subscription Agreement) is not then effective or the Warrant Shares are not freely transferable without volume restrictions or current public information requirements pursuant to Rule 144 under the Securities Act of 1933, as amended. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s 's DTC account or the date of delivery of the certificates evidencing such Warrant Shares (Shares, as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes taxes, and fees Transfer Agent fees, which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant CertificateWarrant.
Appears in 1 contract
Sources: Warrant to Purchase Common Stock (China Bak Battery Inc)
Mechanics of Exercise. (a) Subject to the terms and conditions hereof (includingprovisions of this Agreement, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on Warrantholder in whole or after in part upon surrender at the Issuance Date Office to the Company of the Warrant Certificate(s) evidencing the Warrants, together with the form of election to purchase (each, an “Exercise Date”the "Election to Purchase"), in the form 4 set forth as Exhibit B hereto, duly completed and signed by such Warrantholder or by such Warrantholder's appointed legal representative or attorney-in-fact and upon payment in full of the Exercise Price for each Warrant exercised. Payment of the aggregate Exercise Price shall be made by certified or official bank check payable to the order of the Company.
(b) Upon due exercise of the Warrants and surrender of the Warrant Certificate, duly completed and signed, and payment of the Exercise Price as aforesaid, the Company shall cause to be issued to or upon the written order of the Warrantholder and in such name or names as the Warrantholder may designate in the Election to Purchase, the Warrant Shares so purchased. If all of the items referred to in the first sentence of the preceding paragraph are received by the Company at or prior to 1:00 p.m., Delaware time, on a Business Day, the exercise of the Warrants to which such items relate will be effective on such Business Day. If all of such items are received after 1:00 p.m., Delaware time, on a Business Day, the exercise of the Warrants to which such items relate will be effective on the next Business Day.
(c) The number and kind of Warrant Shares for which Warrants may be exercised shall be subject to adjustment from time to time as set forth in Article 7 hereof.
(d) The Warrants shall be exercisable as provided herein at the election of the Warrantholder in whole or in part, by delivery (whether via facsimile or otherwise) . In the event that the holder of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less fewer than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of evidenced thereby, a new Warrant Certificate Certificate(s) evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining unexercised Warrant Shares shall have be issued to such Warrantholder, and the same effect as cancellation Company is hereby irrevocably authorized to execute and deliver the required new Warrant Certificate(s) pursuant to provisions of the original Article 2 and Article 3 of this Agreement.
(e) All Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder, the Warrant Agent shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant Certificate, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares Certificates surrendered upon exercise of the Warrants represented shall be canceled and disposed of by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Warrant Agreement (I Link Inc)
Mechanics of Exercise. Subject In order to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by exercise this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, by delivery the holder hereof shall deliver to the Corporation the following: (whether via facsimile or otherwisei) of a written noticenotice of such holder's election to exercise this Warrant, which notice shall be in substantially the form of the Subscription Notice attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder and shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder, the Warrant Agent shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant Certificate, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather specify the number of shares of Common Stock to be issued purchased, (ii) except in the event of, and to the extent of, the holder's net issue exercise pursuant to Section 2(2)(b), a certified check or checks or wire transfer payable to the Corporation in an amount equal to the aggregate Purchase Price of the number of shares of Common Stock being purchased, and (iii) this Warrant. The Corporation shall, as promptly as practicable, and in any event within 10 days thereafter, execute and deliver or cause to be executed and delivered, in accordance with said notice, a certificate or certificates representing the aggregate number of shares of Common Stock specified in said notice (subject to adjustment pursuant to Section 2(2)(b) in the event of a net issue exercise). The stock certificate or certificates so delivered shall be rounded up in such denominations as may be specified in said notice and shall be registered in the name of such holder or such other name as shall be designated in said notice. Such certificate or certificates shall be deemed to have been issued and such holder or any other person designated to be named therein shall be deemed for all purposes to have become a holder of record of such shares as of the nearest whole numberdate said notice and, if applicable, payment is received by the Corporation as stated above. If this Warrant shall have been exercised only in part, the Corporation shall, at the time of delivery of said certificate or certificates, deliver to such holder a new Warrant evidencing the rights of such holder to purchase the shares comprising the remaining shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, other than as provided for in Section 7 hereof or, at the request of such holder, appropriate notation may be made on this Warrant and the same returned to such holder. The Company Corporation shall pay any and all expenses, taxes and fees which may be other charges payable in connection with respect to the issuance preparation, issue and delivery of Warrant Shares upon exercise of the stock certificates and new Warrants represented by under this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant CertificateSection.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on at any day time or times on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, by (i) delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one and (1ii) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver (A) payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash or via by wire transfer of immediately available funds or (B) if the Holder did not notify provisions of Section 1(d) are applicable, by notifying the Company in such Exercise Notice that such exercise was made this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) of with respect to any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent Holder has received an delivered the applicable Exercise NoticeNotice to the Company, the Company shall transmit by facsimile electronic mail an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit B, Notice to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent agent, if any (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Noticeapplicable Share Delivery Date, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including, without limitation, for same day processing. Upon delivery of an the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (Shares, as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three five (35) Business Trading Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock Warrant Shares are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate(other than the Holder’s income taxes). Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant The Company’s obligations to a Cashless Exercise (as defined in Section 1(d)), the failure to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder on to enforce the same, any waiver or prior consent with respect to any provision hereof, the second (2nd) Trading Day recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. From and after the Company’s receipt of Public Company Date and while any Bridge SPA Warrants remain outstanding, the Aggregate Exercise Price Company shall not be deemed to be use a breach of transfer agent that participates in the Warrants represented by this Warrant CertificateDTC Fast Automated Securities Transfer Program. NOTWITHSTANDING ANY PROVISION OF THIS WARRANT TO THE CONTRARY, NO MORE THAN THE MAXIMUM ELIGIBILITY NUMBER OF WARRANT SHARES SHALL BE EXERCISABLE IN THE AGGREGATE HEREUNDER.
Appears in 1 contract
Sources: Securities Purchase Agreement (Cellect Biotechnology Ltd.)
Mechanics of Exercise. Subject to the terms and conditions hereof (includinghereof, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (eachDate, an “Exercise but not after 5:30 p.m., New York City time, on the Expiration Date”), in whole or in part, by (i) delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one and (1ii) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if (the Holder did not notify items under (i) and (ii) above, the Company in such “Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)Deliveries”). The Holder shall not be required to deliver the original of surrender this Warrant Certificate in order to effect an exercise hereunder; provided, however, that in the event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent Company has received an the Exercise NoticeDeliveries (the date upon which the Company has received the Exercise Deliveries, the “Exercise Date”), the Company shall transmit by facsimile e-mail transmission an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit B, Deliveries to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent for the Common Stock (the “Transfer Agent”), . The Company shall deliver any objection to the Transfer Agent. On Exercise Deliveries on or before the third (3rd) second Trading Day following the date on which the Warrant Agent Company has received such the Exercise NoticeDeliveries. On or before the fourth Trading Day following the date on which the Company has received the Exercise Deliveries (the “Share Delivery Date”), the Company shall (X) provided that cause the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon to issue the request of Holder a certificate representing the Holder, credit such aggregate number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant entitled, with the appropriate restrictive legends, including as required by the Securities Act or under any state securities or blue sky laws; provided, however, the Company shall not be required to deliver such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) Warrant Shares if the Transfer Agent is Company has not participating in received the DTC Fast Automated Securities Transfer Program, issue and deliver to Aggregate Exercise Price for such Warrant Shares on or before the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exerciseShare Delivery Date. Upon delivery of an the Exercise NoticeDeliveries, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)certificate. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business five Trading Days after any exercise such submission and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d6(e)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate has been and/or is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price Company shall not be deemed required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants in a breach name other than that of the Warrants represented by Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant Certificateor receiving Warrant Shares upon exercise hereof.
Appears in 1 contract
Sources: Backstop Letter Agreement (Alj Regional Holdings Inc)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f1(e)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant CertificateWarrant. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))funds. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate certificate and issuance of a new Warrant Certificate certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third second (3rd2nd) Trading Day following the date on which the Warrant Agent Company has received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC The Depository Trust Company (“DTC”) through its Deposit/Deposit/ Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exerciseavailable. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)account, if available. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the HolderHolder and upon surrender hereof by the Holder at the principal office of the Company, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant CertificateWarrant.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that issue the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock Shares to which the Holder is entitled pursuant to such exercise (such number referred to hereinafter as the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if “Exercised Amount” and such shares to be issued referred to hereinafter as the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate“Exercised Warrant Shares”), registered in the Company’s share register in the name of the Holder or its designee designee. At the option of the Holder, such shares shall be issued either (i) in DRS book entry form, (ii) directly into a brokerage account by DWAC transfer (if eligible), or (iii) on one or more certificates dispatched by overnight courier to the address as indicated specified in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exerciseExercised Amount, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the Warrants represented by Exercised Amount. If at any time after the 6 month anniversary of the Issuance Date, the Market Price of one Common Share is greater than the Exercise Price and the Warrant Shares are not registered under an effective non-stale registration statement of the Company, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant Certificatedetermined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, less in which event the Company shall issue to Holder a number of Common Shares computed using the following formula: Where X = the number of Shares to be issued to Holder. Y = the number of Warrant Shares with respect that the Holder elects to which the Warrants represented by purchase under this Warrant Certificate is exercised(at the date of such calculation). No fractional shares A = the Market Price (at the date of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, which Exercise Notice must be received by the Company prior to 11 a.m., Miami, Florida time to count as received on such date, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation immediately available funds (or by cashless exercise if permitted under the terms of receipt of such Exercise Noticethis Warrant, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days business days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be issued upon deemed an “Event of Default” under the exercise Note. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Warrants represented by Common Stock issuable upon conversion of this Warrant Certificateis not delivered by the Warrant Share Delivery Date the Company shall pay to the Holder $1,500 per day, but rather for each day beyond the Warrant Share Delivery Date that the Company fails to deliver such Common Stock (unless such failure results from war, acts of terrorism, an epidemic, or natural disaster). Such amount shall be paid to Holder in cash by the fifth day of the month following the month in which it has accrued. The Company agrees that the right to exercise the Warrant is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such exercise right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1(a) are justified. If, at any time during the Exercise Period, there is no effective registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any limitations, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of shares of Common Stock computed using the following formula: Where X = the number of Shares to be issued shall be rounded up to Holder. Y = the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery number of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Security Agreement (Deep Green Waste & Recycling, Inc.)
Mechanics of Exercise. Subject to the other terms and conditions hereof (includingof this Warrant, without limitation, Holder may elect to exercise this Warrant for the limitations set forth in Section 1(f)), Warrant Shares for the Warrants Exercise Price during the Exercise Period. The rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in partpart at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (whether via facsimile or otherwiseat such other address as it may designate by notice in writing to the Holder):
(i) of a written notice, An executed Exercise Notice in the form attached hereto as Exhibit EXHIBIT A (the “Exercise Notice”), ; and
(ii) Payment of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company by check, or in such Exercise Notice that such exercise was made certain circumstances, pursuant to a Cashless Exercise (as defined in the terms of Section 1(d)). 1(b) below The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to to
(1) 50% warrant coverage. purchase the remaining number of Warrant Shares. Execution Upon the exercise of the rights represented by this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder, shall be issued and delivery of an delivered to the Holder after the rights represented by this Warrant shall have been so exercised. The Company shall issue such shares to Holder within three trading days after receiving a properly delivered Exercise Notice Notice. In the event that this Warrant is being exercised for less than all of the then-remaining Warrant current number of Exercise Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent has received an Exercise Noticepurchasable hereunder, the Company shall transmit shall, concurrently with the issuance by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares Exercise Shares for which this Warrant is then being exercised, issue a new Warrant exercisable for the remaining number of Common Stock to which the Holder is entitled pursuant to such exerciseExercise Shares purchasable hereunder. Upon delivery of an Exercise Notice, the The Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Exercise Shares with respect to on the date on which the Warrants represented by this Warrant Certificate have been exercisedis surrendered or an Exercise Notice is delivered and payment of the Exercise Price is made, irrespective of the date of delivery of such Warrant Shares are credited to the Holder’s DTC account certificate or certificates, except that, if the date of delivery such surrender and payment is a date when the stock transfer books of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exerciseCompany are closed, then, at the request of the Holder, the Warrant Agent Holder shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant Certificate, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach become the holder of such shares at the Warrants represented by this Warrant Certificateclose of business on the next succeeding date on which the stock transfer books are open.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f1(b)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on at any day on time or after the Issuance Date (each, times during an “Exercise Date”)Period, in whole or in part, by delivery (whether via facsimile facsimile, electronic mail or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant CertificateWarrant. Within one (1) Trading Day following an exercise the delivery of the Warrants represented by this Warrant Certificate as aforesaidExercise Notice, the Holder shall deliver make payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash or via by wire transfer of immediately available funds or, if the Holder did not notify provisions of Section 1(d) are applicable, by notifying the Company in such Exercise Notice that such exercise was made this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) of with respect to any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution Shares and delivery of an Exercise Notice for all of the then-remaining Warrant Shares Holder shall have the same effect as cancellation of the original of not be required to physically surrender this Warrant Certificate after delivery to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in accordance with full, in which case, the terms hereofHolder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Exercise Notice is delivered to the Company. On or before the first (1st) Trading Day following the date on which the Warrant Agent Holder has received an delivered the applicable Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit Bto the Exercise Notice, to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent (the “Transfer Agent”). So long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the Transfer Agent. On or before the third first (3rd1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Exercise Notice has been delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the first (1st) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) is delivered (such earlier date, or if later, the earliest day on which the Company is required to deliver Warrant Agent has received such Exercise NoticeShares pursuant to this Section 1(a), the “Share Delivery Date”, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery of an the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (Shares, as the case may be). If this Warrant Certificate is submitted physically delivered to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Trading Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock Warrant Shares are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent) which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant Shares in accordance with the Warrants represented terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by this Warrant Certificate. Notwithstanding the foregoingHolder to enforce the same, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant any waiver or consent with respect to a Cashless Exercise (as defined in Section 1(d))any provision hereof, the failure recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall not be required to deliver Warrant Shares with respect to the Holder on or an exercise prior to the second (2nd) Trading Day after the CompanyHolder’s receipt delivery of the Aggregate Exercise Price shall not be deemed (or notice of a Cashless Exercise) with respect to be a breach of the Warrants represented by this Warrant Certificatesuch exercise.
Appears in 1 contract
Sources: Securities Purchase Agreement (Workhorse Group Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, which Exercise Notice must be received by the Company prior to 11 a.m., Miami, Florida time to count as received on such date, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation immediately available funds (or by cashless exercise if permitted under the terms of receipt of such Exercise Noticethis Warrant, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days business days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be issued upon deemed an “Event of Default” under the exercise Note. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Warrants represented by Common Stock issuable upon conversion of this Warrant Certificateis not delivered by the Warrant Share Delivery Date the Company shall pay to the Holder $500 per day, but rather for each day beyond the Warrant Share Delivery Date that the Company fails to deliver such Common Stock (unless such failure results from war, acts of terrorism, an epidemic, or natural disaster). Such amount shall be paid to Holder in cash by the fifth day of the month following the month in which it has accrued. The Company agrees that the right to exercise the Warrant is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such exercise right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1(a) are justified. If, at any time after June 15, 2023 through the end of the Exercise Period, there is no effective registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any limitations, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of shares of Common Stock computed using the following formula: Where X = the number of Shares to be issued shall be rounded up to Holder. Y = the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery number of Warrant Shares upon exercise of that the Warrants represented by Holder elects to purchase under this Warrant Certificate(at the date of such calculation). Notwithstanding A = the foregoing, except in Market Price (at the case where an exercise date of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. In the absence of an effective registration statement registering the resale of the Warrant Shares of the Holder, if the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: X = Y (A-B) Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares Warrant Shares that the Holder elects to purchase under this Warrant (at the date of Common Stock to be issued shall be rounded up such calculation). A = the Market Price (at the date of such calculation). B = Exercise Price (as adjusted to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery date of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on at any day time or times on or after the Issuance Date Initial Exercisability Date, subject to the Company obtaining the Requisite Stockholder Approval (eachas defined in the Purchase Agreement), an “Exercise and before the Expiration Date”), in whole or in part, by delivery to the Company (whether via facsimile electronic mail or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant CertificateWarrant. Within one (1) 1 Insert 50% of the number of shares of Common Stock purchased pursuant to the Purchase Agreement. Trading Day following an exercise the delivery of the Warrants represented by this Warrant Certificate as aforesaidExercise Notice, the Holder shall deliver make payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash or via by wire transfer of immediately available funds or, if the Holder did not notify provisions of Section 1(d) are applicable, by notifying the Company in such Exercise Notice that such exercise was made this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) of with respect to any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution Shares and delivery of an Exercise Notice for all of the then-remaining Warrant Shares Holder shall have the same effect as cancellation of the original of not be required to physically surrender this Warrant Certificate after delivery to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in accordance with full, in which case, the terms hereofHolder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date on which the final Exercise Notice is delivered to the Company. On or before the first (1st) Trading Day following the date on which the Warrant Agent Holder has received an delivered the applicable Exercise NoticeNotice to the Company, the Company shall transmit by facsimile electronic mail an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit Bto the Exercise Notice, to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent (the “Transfer Agent”), . So long as the Transfer Agent. On Holder delivers the Aggregate Exercise Price (or before notice of a Cashless Exercise) on or prior to the third first (3rd1st) Trading Day following the date on which the Warrant Agent Exercise Notice has received been delivered to the Company, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Exercise Notice has been delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the first (1st) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered (such Exercise Noticeearlier date, the “Share Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon Program and the request applicable Warrant Shares are subject to an effective registration statement registering the resale of the Warrant Shares by the Holder, credit such aggregate number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramProgram or the applicable Warrant Shares are not subject to an effective registration statement registering the resale of the Warrant Shares by the Holder, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the physical address or e-mail address as specified in the applicable Exercise Notice, a certificatecertificate or evidence of a credit of book-entry shares, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery of an the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (Shares, as the case may be). If this Warrant Certificate is submitted physically delivered to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Trading Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock Warrant Shares are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock Warrant Shares to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent) which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant Shares in accordance with the Warrants represented terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by this Warrant Certificate. Notwithstanding the foregoingHolder to enforce the same, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant any waiver or consent with respect to a Cashless Exercise (as defined in Section 1(d))any provision hereof, the failure recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall not be required to deliver Warrant Shares with respect to the Holder on or an exercise prior to the second (2nd) Trading Day after the CompanyHolder’s receipt delivery of the Aggregate Exercise Price shall not be deemed (or notice of a Cashless Exercise) with respect to be a breach of the Warrants represented by this Warrant Certificatesuch exercise.
Appears in 1 contract
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on at any day time or times on or after the Issuance Date (each, an “Exercise Initial Exercisability Date”), in whole or in part, by delivery (whether via facsimile facsimile, electronic mail or otherwise) of a written notice, in the form attached hereto as Exhibit Annex A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant CertificateWarrant. Within one (1) Trading Day following an exercise the delivery of the Warrants represented by this Warrant Certificate as aforesaidExercise Notice, the Holder shall deliver make payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash or via by wire transfer of immediately available funds or, if the Holder did not notify provisions of Section 1(d) are applicable, by notifying the Company in such Exercise Notice that such exercise was made this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). For clarification purposes, any reference to a Cashless Exercise in this Warrant shall include, without limitation, an “alternative cashless exercise” as contemplated in Section 1(d) below. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) of with respect to any Exercise Notice form be required. Notwithstanding the foregoing, with respect to any Exercise Notice(s) delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercisability Date, which may be delivered at any time after the time of execution on the Subscription Date, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercisability Date and the Initial Exercisability Date shall be the Share Delivery Date (as defined below) for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Share Delivery Date. Execution and delivery of an the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance delivery of a new Warrant Certificate evidencing the right to purchase subscribe for the remaining number of Warrant Shares. Execution Shares and delivery of an Exercise Notice the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has subscribed for all of the then-remaining Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall have surrender this Warrant to the same effect as Company for cancellation within three (3) Trading Days of the original of this Warrant Certificate after delivery of date on which the Warrant Shares in accordance with final Exercise Notice is delivered to the terms hereofCompany. On or before the first (1st) Trading Day following the date on which the Warrant Agent Holder has received an delivered the applicable Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit Bto the Exercise Notice, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”), and the Transfer Agent. On So long as the Holder delivers the Aggregate Exercise Price (or before notice of a Cashless Exercise, if applicable) on or prior to the third first (3rd1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Exercise Notice has been delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the first (1st) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered (such earlier date, or if later, the earliest day on which the Company is required to deliver Warrant Agent has received such Exercise NoticeShares pursuant to this Section 1(a), the “Share Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the HolderProgram (“FAST”), credit such aggregate number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Deposit / Withdrawal at At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer ProgramFAST, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the physical address or email address as specified in the applicable Exercise Notice, a certificatecertificate or evidence of a credit of book-entry shares, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery of an the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (Shares, as the case may be). If this Warrant Certificate is submitted physically delivered to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Trading Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase subscribe for the number of Warrant Shares purchasable issuable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock Warrant Shares are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock Warrant Shares to be issued shall be rounded up down to the nearest whole number. The Company shall pay any and all taxes transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent) which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant Shares in accordance with the Warrants represented terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by this Warrant Certificate. Notwithstanding the foregoingHolder to enforce the same, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant any waiver or consent with respect to a Cashless Exercise (as defined in Section 1(d))any provision hereof, the failure recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall not be required to deliver Warrant Shares with respect to the Holder on or an exercise prior to the second (2nd) Trading Day after the CompanyHolder’s receipt delivery of the Aggregate Exercise Price shall not be deemed (or notice of a Cashless Exercise) with respect to be a breach of the Warrants represented by this Warrant Certificatesuch exercise.
Appears in 1 contract
Sources: Warrant Agreement (SMX (Security Matters) Public LTD Co)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f1(d)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on at any day time or times on or after the Issuance Date (each, an “Exercise until the Expiration Date”), in whole or in part, by (i) delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by all or part of this Warrant Certificate. Within one and (1ii)(A) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash or via by wire transfer of immediately available funds if the Holder did not notify or (B) by instructing the Company in to withhold a number of Warrant Shares issuable upon such exercise of this Warrant with an aggregate Fair Market Value as of the date of the Exercise Notice that such exercise was made pursuant equal to the Aggregate Exercise Price (a “Cashless Exercise (as defined in Section 1(d)Exercise”). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) of with respect to any Exercise Notice form be required. Execution and delivery of an the Exercise Notice with respect to a number of Warrant Shares that is less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and the issuance of a new Warrant Certificate Warrant, on the same terms contained herein, evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first third (1st3rde) Trading Business Day following the date on which the Warrant Agent Company has received an the Exercise Notice, the Company shall transmit by facsimile electronic mail an acknowledgment of confirmation of receipt of such the Exercise Notice, in the form attached hereto as Exhibit B, Notice to the Holder and, if the Warrant Agent is not then and the Company’s transfer agent (the “Transfer Agent”)) and shall provide to the Holder instructions for payment of the Aggregate Exercise Price, the Transfer Agentif applicable. On or before the third fifth (3rd5th) Trading Business Day following the date on which the Warrant Agent Company has received the Exercise Notice (the “Share Delivery Date”), so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to noon Eastern Time on the fourth (4th) Business Day following the date on which the Company has received the Exercise Notice (provided that if the Aggregate Exercise Price (or notice of a Cashless Exercise) has not been delivered by such date, the Share Delivery Date shall be two (2) Business Days after the Aggregate Exercise NoticePrice (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at if permitted by the Company and requested by the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated designee. The Company shall be responsible for all fees and expenses incurred in connection with the applicable Exercise Notice)issuance of the Warrant Shares, for including the number fees and expenses of shares of Common Stock to which the Holder is entitled pursuant to such exerciseTransfer Agent, if any. Upon delivery of an the Exercise NoticeNotice and the Aggregate Exercise Price (or notice of a Cashless Exercise) therefore, the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)delivered. If this Warrant Certificate is submitted physically delivered by the Holder to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by available for exercise pursuant to this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an that the Holder seeks to acquire pursuant to the current exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three five (35) Business Days after any such exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (on the same terms contained herein and in accordance with Section 7(d6(e)) representing the right to purchase the number of Warrant Shares purchasable issuable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock Warrant Shares are to be issued upon the exercise of the Warrants represented by this Warrant CertificateWarrant, but rather the number of shares of Common Stock Warrant Shares to be issued shall be rounded up down to the nearest whole number. The Company shall pay Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any and all taxes and fees which may be payable action or inaction by the Holder to enforce the same, any waiver or consent with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d))any provision hereof, the failure recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall not be required to deliver Warrant Shares with respect to the Holder on or an exercise prior to the second (2nd) Trading Day after the CompanyHolder’s receipt delivery of the Aggregate Exercise Price shall not be deemed (or notice of a Cashless Exercise) with respect to be a breach of the Warrants represented by this Warrant Certificatesuch exercise.
Appears in 1 contract
Sources: Warrant Agreement (Grove Collaborative Holdings, Inc.)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note. If (i) the Market Price of one share of Common Stock is greater than the Exercise Price and (ii) there is no effective registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any limitations, then Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Warrant Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares Warrant Shares that the Holder elects to purchase under this Warrant (at the date of Common Stock to be issued shall be rounded up such calculation). A = the Market Price (at the date of suchcalculation). B = Exercise Price (as adjusted to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery date of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuchcalculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Security Agreement (AMEDICA Corp)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d))Warrant. The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in purchases of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares purchasable hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofpurchased. On or before the first (1st) third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Agent has received an Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the Company shall transmit “Exercise Delivery Documents”) in cash or by facsimile an acknowledgment wire transfer of confirmation of receipt of such Exercise Noticeimmediately available funds (or by cashless exercise, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”which case there shall be no Aggregate Exercise Price provided), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock are by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Debenture. If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula: Where X = the number of Shares to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather to Holder. Y = the number of shares Warrant Shares that the Holder elects to purchase under this Warrant (at the date of Common Stock to be issued shall be rounded up such calculation). A = the Market Price (at the date of such calculation). B = Exercise Price (as adjusted to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery date of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(dsuch calculation)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Mechanics of Exercise. (a) Subject to the terms and conditions hereof (includingprovisions of this Agreement, without limitation, the limitations set forth in Section 1(f)), the Warrants represented by this Warrant Certificate may be exercised by the Holder on any day on Warrantholder in whole or after in part upon surrender at the Issuance Date Office to the Company of the Warrant Certificate(s) evidencing the Warrants, together with the form of election to purchase (each, an “Exercise Date”the "Election to Purchase"), in the form set forth as Exhibit B hereto, duly completed and signed by such Warrantholder or by such Warrantholder's appointed legal representative or attorney-in-fact and upon payment in full of the Exercise Price for each Warrant exercised. Payment of the aggregate Exercise Price shall be made by certified or official bank check payable to the order of the Company.
(b) Upon due exercise of the Warrants and surrender of the Warrant Certificate, duly completed and signed, and payment of the Exercise Price as aforesaid, the Company shall cause to be issued to or upon the written order of the Warrantholder and in such name or names as the Warrantholder may designate in the Election to Purchase, the Warrant Shares so purchased. If all of the items referred to in the first sentence of the preceding paragraph are received by the Company at or prior to 1:00 p.m., Delaware time, on a Business Day, the exercise of the Warrants to which such items relate will be effective on such Business Day. If all of such items are received after 1:00 p.m., Delaware time, on a Business Day, the exercise of the Warrants to which such items relate will be effective on the next Business Day.
(c) The number and kind of Warrant Shares for which Warrants may be exercised shall be subject to adjustment from time to time as set forth in Article 7 hereof.
(d) The Warrants shall be exercisable as provided herein at the election of the Warrantholder in whole or in part, by delivery (whether via facsimile or otherwise) . In the event that the holder of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one (1) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less fewer than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate and issuance of evidenced thereby, a new Warrant Certificate Certificate(s) evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining unexercised Warrant Shares shall have be issued to such Warrantholder, and the same effect as cancellation Company is hereby irrevocably authorized to execute and deliver the required new Warrant Certificate(s) pursuant to provisions of the original Article 2 and Article 3 of this Agreement.
(e) All Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Warrant Agent has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then the Company’s transfer agent (the “Transfer Agent”), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder, the Warrant Agent shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrants represented by this Warrant Certificate, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares Certificates surrendered upon exercise of the Warrants represented shall be canceled and disposed of by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of the Warrants represented by this Warrant Certificate.
Appears in 1 contract
Sources: Warrant Agreement (Medcross Inc)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitationhereof, the limitations set forth in Section 1(f)), the Warrants rights represented by this Warrant Certificate may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole or in part, part at any time or times during the Exercise Period by (i) delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise the Warrants represented by this Warrant Certificate. Within one Warrant, and (1ii) Trading Day following an exercise of the Warrants represented by this Warrant Certificate as aforesaid, the Holder shall deliver (A) payment to the Company of an amount equal to the applicable Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which the Warrants represented by this Warrant Certificate was so is being exercised (the “Aggregate Exercise Price”) in cash or via by wire transfer of immediately available funds if the Holder did not notify or (B) by notifying the Company in such Exercise Notice that such exercise was made this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d1(e)). The Holder shall not be required to deliver the original of this Warrant Certificate in order to effect an exercise hereunder. No ink-original Exercise Notice Partial exercises of exercise shall be required, nor shall any medallion guarantee (or other type this Warrant resulting in issuance of guarantee or notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all a portion of the total number of Warrant Shares available hereunder shall have the same effect as cancellation of lowering the original of this Warrant Certificate and issuance of a new Warrant Certificate evidencing the right to purchase the remaining outstanding number of Warrant Shares. Execution and delivery Shares issued hereunder in an amount equal to the applicable number of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant Certificate after delivery of the Warrant Shares in accordance with the terms hereofissued. On or before the first (1st) second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Warrant Agent has received an Holder sent the Exercise Notice, Notice to the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and, if the Warrant Agent is not then or the Company’s transfer agent together with the aggregate exercise price (the “Transfer Agent”or notice of a Cashless Exercise), the Transfer Agent. On or before the third (3rd) Trading Day following the date on which the Warrant Agent has received such “Exercise NoticeDelivery Documents”), the Company shall (Xor direct its transfer agent to) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent dispatch by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice)designee, for the number of shares of Common Stock Ordinary Shares to which the Holder is entitled pursuant to such exerciseexercise (or deliver such Ordinary Shares in electronic format if requested by the Holder). Upon delivery of an the Exercise NoticeDelivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants represented by this Warrant Certificate have has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be)Shares. If this Warrant Certificate is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by the Warrants represented by this Warrant Certificate submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at then the request of the Holder, the Warrant Agent Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at the Company’s its own expense, issue and deliver to the Holder (or its designee) a new Warrant Certificate (in accordance with Section 7(d)6) representing the right to purchase issue the number of Warrant Shares purchasable issuable immediately prior to such exercise under the Warrants represented by this Warrant CertificateWarrant, less the number of Warrant Shares with respect to which the Warrants represented by this Warrant Certificate is exercised. No fractional shares of Common Stock are If the Company fails to be issued upon the exercise of the Warrants represented by this Warrant Certificate, but rather the number of shares of Common Stock cause its transfer agent to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of the Warrants represented by this Warrant Certificate. Notwithstanding the foregoing, except in the case where an exercise of the Warrants represented by this Warrant Certificate is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)), the failure to deliver Warrant Shares transmit to the Holder on the respective Ordinary Shares by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion in addition to all other rights and remedies at law, under this Warrant, or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price otherwise, and such failure shall not also be deemed to be a material breach of the Warrants represented by this Warrant Certificateand the Agreement.
Appears in 1 contract
Sources: Prefunded Ordinary Share Purchase Warrant (SciSparc Ltd.)