Common use of Method of Exercise; Payment of Exercise Price Clause in Contracts

Method of Exercise; Payment of Exercise Price. In order to exercise all or any of the Warrants represented by a Warrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate to the Warrant Agent at its corporate trust office address set forth in Section 12.5 hereof, with the Subscription Form set forth on the reverse of the Warrant Certificate duly executed, together with payment in full of the Exercise Price then in effect for each Common Share (or other securities) purchasable upon exercise of the Warrants as to which a Warrant is exercised; such payment may be made (i) in cash or by certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated by the Company for such purpose, (ii) without the payment of cash (a "Cashless Exercise"), by reducing the number of shares of Common Stock that would be obtainable upon the exercise of a Warrant and payment of the Exercise Price in cash so as to yield a number of shares of Common Stock upon the exercise of such Warrant equal to the product of (a) the number of shares of Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash) and (b) the Cashless Exercise Ratio, or (iii) a combination of (i) and (ii). Any payment made pursuant to clause (i) of the preceding sentence shall be made in care of the Warrant Agent at its corporate trust office address set forth in Section 12.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. All payments received upon exercise of Warrants shall be delivered to the Company by the Warrant Agent as instructed in writing by the Company. The Warrant Agent shall transmit the entire amount that it has received, without any deduction of any wire, cable, service or other charges.

Appears in 1 contract

Sources: Warrant Agreement (Marvel Enterprises Inc)

Method of Exercise; Payment of Exercise Price. In order to exercise all or any of the Warrants represented by a Warrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate to the Warrant Agent at its corporate trust office address set forth in Section 12.5 hereof, with the Subscription Form set forth on the reverse of the Warrant Certificate duly executed, together with payment in full of the Exercise Price then in effect for each Common Share (or other securities) purchasable upon exercise of the Warrants as to which a Warrant is exercised; such payment may be made (i) in cash The Option (or by certified or official bank check payable any part thereof), to the order extent then vested and exercisable, shall be exercised by giving written notice to the Company at its principal office to the attention of the Company or by wire transfer of immediately available funds to an account designated by the Company for such purposeGeneral Counsel, (ii) without the payment of cash (a "Cashless Exercise")indicating that this Option is being exercised, by reducing specifying the number of shares of Common Stock that would be obtainable upon the exercise of a Warrant as to which such Option is being exercised and accompanied by payment in full of the aggregate Exercise Price thereof. (ii) The Exercise Price for the Option being exercised may be paid by (A) in cash so as to yield a number and/or by certified check, (B) with the authorization of the Company’s Board of Directors (the “Board”), with previously acquired shares of Common Stock upon having an aggregate Fair Market Value, on the exercise date of such Warrant exercise, equal to the product aggregate Exercise Price of all Options being exercised, or (aC) the number of some combination thereof. The Company shall not be required to issue any shares of Common Stock pursuant to the exercise of any Option until all required payments with respect thereto, including payments for which such Warrant is exercisable as of the date of exercise (any required withholding taxes and other withholding amounts, if the Exercise Price were being applicable, have been paid in cash) and (b) full to the Cashless Exercise Ratio, or Company. (iii) a combination In addition, as long as the shares of Common Stock underlying the Options have been registered under the Securities Act of 1933, as amended (i) the "Securities Act"), and (ii). Any payment made pursuant to clause (i) under any other applicable federal securities laws, and the applicable registration statement remains in effect, the aggregate Exercise Price of the preceding sentence shall Options being exercised may be made in care of paid by the Warrant Agent at its corporate trust office address set forth in Section 12.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. All payments received upon exercise of Warrants shall be delivered Optionee delivering a properly executed notice to the Company by (as aforesaid), together with a copy of the Warrant Agent as instructed in writing by Optionee’s irrevocable instructions to a brokerage firm acceptable to the Company. The Warrant Agent shall transmit Committee to deliver promptly to the entire Company the amount that it has received, without any deduction of any wire, cable, service sale or other chargesloan proceeds sufficient to pay such Exercise Price. (iv) In no case may a fraction of a share of Common Stock be purchased or issued to the Optionee pursuant hereto.

Appears in 1 contract

Sources: Employment Agreement (South Texas Oil Co)