Procedure for Exercise of Warrant Sample Clauses
Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of ...
Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased.
Procedure for Exercise of Warrant. Holder may opinion from counsel in form and substance exercise this Warrant by delivering the following satisfactory to the Company stating that such to the principal office of the Company in transfer is being made in compliance with all accordance with Section 5.1 hereof: (i) a duly applicable federal and state securities laws. executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Any certificate issued at any time in exchange or Warrant Price then in effect for each of the substitution for any certificate bearing such Shares being purchased, as designated in the legend shall also bear such legend unless, in the Notice of Exercise, and (iii) this Warrant. opinion of counsel for the Holder thereof (which Payment of the Warrant Price may be in cash, counsel shall be reasonably satisfactory to the certified or official bank check payable to the Company), the securities represented thereby are order of the Company, or wire transfer of funds to not, at such time, required by law to bear such the Company's account (or any combination of any legend. of the foregoing) in the amount of the Warrant Price for each share being purchased.
Procedure for Exercise of Warrant. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 10 hereof at any time and from time to time during the Term: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of immediately available funds to the Company's account, or the principal amount of the Holder's Note, together with a written instrument satisfactory to the Company evidencing the cancellation of such indebtedness or a portion thereof being applied to the Warrant Price (or any combination of any of the foregoing) in the amount of the Warrant Price for each Warrant Share being purchased, and (iii) this Warrant. In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or in the name or names of permitted assignees, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.
Procedure for Exercise of Warrant. The Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof:
(a) a duly executed Notice of Exercise in substantially the form attached as Schedule A,
(b) either (i) a written certification that the Holder is not a U.S. person, as defined under Regulation S of the Securities Act, and that the Warrant is not being exercised on behalf of a U.S. person, which written certificate may be contained in the Notice of Exercise delivered pursuant to sub-paragraph (a) above; or (ii) a written opinion of counsel to the effect that the Warrant and the Shares have been registered under the Securities Act or are exempt from registration thereunder;
(c) payment of the Exercise Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and
(d) this Warrant. Payment of the Exercise Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Exercise Price for each share being purchased.
Procedure for Exercise of Warrant. The Warrant may be exercised in --------------------------------- whole or in part during the Exercise Period by surrendering this Warrant, with the purchase form provided for herein duly executed by the Holder or by the Holder's duly authorized attorney-in-fact, at the principal office of the Company or at such other office or agency in the United States as the Company may designate by notice in writing to the Holder accompanied by payment in full, in cash, bank cashier's check or certified check payable to the order of the Company, of the Exercise Price payable in respect of the Warrant Shares being exercised.
Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A and the certificate described in Section 1.3 hereof, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased.
Procedure for Exercise of Warrant. The Holder may exercise this Warrant by delivering the following to the principal office of the Issuer in accordance with Section 5.1 hereof:
i. a duly executed Notice of Exercise in substantially the form attached as Exhibit B; ii. either (i) a written certification that the Holder is not in the United States or a U.S. person, and that the Warrant is not being exercised in the United States on behalf of a U.S. person, which written certificate may be contained in the Notice of Exercise delivered pursuant to sub-paragraph (a) above; or (ii) a written opinion of counsel to the effect that the Warrant and the Shares have been registered under the Securities Act or are exempt from registration thereunder;
Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 6.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise. Payment of the Warrant Price shall be made by the Holder by (a) delivering to the Company cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased or (b) providing a written notice to the Company that the Holder is exercising this Warrant on a “cashless exercise” basis by authorizing the Company to withhold from issuance a number of shares of Common Stock otherwise issuable upon such exercise of this Warrant which, when multiplied by the Fair Market Value (as defined below) of the Common Stock on the date of exercise, is equal to the aggregate Warrant Price (and such withheld shares shall no longer be issuable under this Warrant).
Procedure for Exercise of Warrant. (a) The rights represented by this Warrant may be exercised by the holder in whole, or from time to time in part, by the (i) surrender of this Warrant, accompanied by an Exercise Form in substantially the form of Exhibit A hereto --------- (the "Exercise Form") duly executed by the holder and specifying the number of Warrant Shares to be purchased, and (ii) delivery of payment, for the account of the Company, of the purchase price for the number of Warrant Shares specified in the Exercise Form (in the amount of the Exercise Price, as then adjusted, for the number of Warrant Shares specified in the Exercise Form), which shall be payable either
(A) in cash,
(B) by certified check or bank cashier's check payable to the order of the Company in the amount of such purchase price,
(C) by delivery to GeoSystems of common stock, including any common stock issuable upon the exercise of this Warrant (it being the intention of the parties hereto to permit so-called "cashless exercises" of the Warrant by simultaneous exercise of the Warrant and issuances of common stock thereunder having a fair market value (determined in accordance with Section 3.1(b) of this Warrant) equal to and applied as payment for such purchase price, otherwise known as "net securities issues"), or
(D) by a combination of the methods of payment described in (A) through (C) above to Geosystems at its principal office (or such other office or agency of GeoSystems as GeoSystems may designate by notice to the holder), during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which national banks are authorized to closed in Lancaster, Pennsylvania, at any time permitted under the terms of this Warrant.
(b) The "fair market value" of common stock shall be calculated, in connection with the operation of Section 3.1(a)(ii)(C) above, at the time of a cashless exercise, by an independent reputable appraisal firm satisfactory to GeoSystems and the holder(s) engaged in such cashless exercise. The fees, expenses and other costs of such appraisal firm to make the valuations described shall by paid by GeoSystems; provided, however, that if more than one such valuation in any twelve (12) month period is required because of cashless exercises, the holder(s) exercising in such excess cashless exercises (occurring after the first cashless exercise with such twelve month period) shall pay such fees, expenses and other costs in connection with such excess cashless exercises...