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.
Appears in 1 contract
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 an combination of the methods of payment described in (A) through (C) above above, to Geosystems at its principal office (or such other office or agency of GeoSystems as GeoSystems may any 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)(C3.l(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.
Appears in 1 contract