Procedure for Exercise of Warrants Clause Samples
Procedure for Exercise of Warrants. (a) During the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ attention: Trust Department (the "Principal Office") or at such other location as the Warrant Agent may specify in writing to the Holders with the election to purchase form set forth on the reverse side of the Warrant Certificate duly completed and executed, with Signature Guaranteed under certain circumstances as set forth in the purchase form, accompanied by payment in full to the Warrant Agent for the account of the Company of the Exercise Price in effect at the time of such exercise, together with such taxes as are specified in Section 6.1 hereof, for each share of Common Stock with respect to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by certified or official bank check, or by United States Postal Service money order, payable in United States currency to the order of the Warrant Agent for the account of the Company.
(b) In lieu of any cash payment to be made by a Holder of the Exercise Price pursuant to the preceding paragraph, during the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, the Holder may, at its option, exchange his Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this paragraph, by surrendering the Warrant to the Warrant Agent accompanied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the Common Stock issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the Warrant Shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to the Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next ...
Procedure for Exercise of Warrants. The Warrants may be exercised by their holders by following the procedure described below.
Procedure for Exercise of Warrants. During the period specified in and subject to the provisions of Section 2.2 hereof, the Warrants may be exercised, in whole or in part, by surrendering the Warrant Certificates representing such Warrants to the Company at its principal office, which is presently at 105 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇, ▇▇th the election to purchase form set forth on the Warrant Certificate duly completed and executed, accompanied by payment in full of the Exercise Price as provided in Section 2.1 in effect at the time of such exercise, for each share of Common Stock with respect to which such Warrants are being exercised. Such Exercise Price shall be paid in full by either (i) wire transfer of immediately available funds, (ii) certified check payable in United States currency to the order of the Company or (iii) by surrender to the Company of the number of Warrants set forth below: X = Y(A-B) ------ A Where: X = the number of shares of Common Stock to be issued to the Holder upon exercise pursuant to the foregoing clause (iii). Y = the number of shares of Common Stock represented by the Warrants so surrendered. A = the Current Market Price (as defined below of one share of Common Stock on the Date of Exercise (as defined below). B = the Exercise Price for the Warrants so surrendered. The date on which Warrants are exercised in accordance with this Section 2.3 is sometimes referred to herein as the Date of Exercise of such Warrants. 4 3
Procedure for Exercise of Warrants. The Warrants may be ---------------------------------- exercised prior to the Expiration Date (as hereinafter defined) at the Exercise Price at any time after (a) 6 months of the date hereof, (b) eleven (11) business days following the commencement of a tender offer (as provided in Rule 14d-2 of the Exchange Act (as defined below)) with respect to the Common Stock pursuant to Regulation 14D promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), unless the Company has published, sent or given to securityholders pursuant to Rule 14e-2(a) under the Exchange Act a statement that the Company recommends rejection of such tender offer (a "Rejection Recommendation"), (c) after a Rejection Recommendation, if and upon the public announcement by the Company, a filing by the Company with the Securities and Exchange Commission, or the sending by the Company to securityholders of a statement pursuant to Rule 14e-2(b) under the Exchange Act, in each case, which changes the Company's position with respect to such tender offer to a recommendation of acceptance of such tender offer or an expression of no opinion with respect to such tender offer, (d) immediately prior to consummation by the Company of any consolidation or merger with any entity (other than a wholly-owned subsidiary of the Company) other than a consolidation or merger as a result of which each of the stockholders of the Company owns, immediately after consummation of such consolidation or merger, directly or indirectly, at least 70% of the percentage of the fully diluted capital stock of the Company or the surviving entity of such consolidation or merger which such stockholder owned immediately prior to the consummation of such consolidation or merger, calculated without giving effect to the issuance as part of such consolidation or merger of up to 375,000 shares of Common Stock upon exercise of the Warrants, or (e) the consummation by the Company of any sale, transfer or other disposition of all or substantially all of its property, assets or business, other than to a wholly-owned subsidiary of the Company. The Warrants shall expire at 5:00 p.m., New York City time, on September 30, 2002 (the "Expiration Date"). The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company at its address set forth in Section 4.5 hereof, together with the Election to Purchase duly completed and executed, accompanied by payment in full, as set...
Procedure for Exercise of Warrants. Warrants may be exercised prior to the Expiration Date at the Exercise Price in accordance with Section 2.3. The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company at its address set forth in Section 3.5 hereof, together with the Election to Purchase duly completed and executed, accompanied by payment in full, as set forth below, to the Company of the Exercise Price for each share of Series E Preferred Stock or fraction thereof in respect of which such Warrants are being exercised. Such Exercise Price shall be paid in full by (i) cash or a certified check or a wire transfer in same day funds in an amount equal to the Exercise Price multiplied by the number of shares of Series E Preferred Stock or fraction thereof then being purchased or (ii) delivery to the Company of that number of shares of Common Stock having a Fair Market Value (as hereinafter defined) equal to the Exercise Price multiplied by the number of shares of Series E Preferred Stock or fraction thereof then being purchased. In the alternative, the Holder of a Warrant Certificate may exercise its right to purchase all or a portion of the shares of Series E Preferred Stock subject to such Warrant Certificate, on a net basis, such that, without the exchange of any funds, such Holder receives that number of shares of Series E Preferred Stock or fraction thereof subscribed to pursuant to such Warrant Certificate LESS that number of shares of Series E Preferred Stock convertible into shares of Common Stock having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by such Holder for the number of shares of Series E Preferred Stock or fraction thereof subscribed to pursuant to such Warrant Certificate (hereinafter, a "Net Cashless Exercise").
Procedure for Exercise of Warrants. During the period specified in and subject to the provisions of Section 2.2 hereof, the Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent at its principal office (the "Principal Office"), which is presently located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, with the election to purchase form set forth on the Warrant Certificate duly completed and executed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank or trust company located in the United States, a member of the National Association of Securities Dealers, Inc. ("NASD") or other eligible guarantor institution which is a participant in a signature guarantee program (as such terms are defined in Reg. 240.17Ad-15 under the Securities Exchange Act of 1934, as amended) acceptable to the Warrant Agent ("Signatures Guaranteed"), accompanied by payment in full of the Exercise Price as provided in Section 2.1 in effect at the time of such exercise, together with such taxes as are specified in Section 7.1 hereof, for each share of Common Stock with respect to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by certified check or money order, payable in United States currency, to the Warrant Agent for the account of the Company. The date on which Warrants are exercised in accordance with this Section 2.3(a) is sometimes referred to herein as the Date of Exercise of such Warrants.
Procedure for Exercise of Warrants. During the period specified in and subject to the provisions of Section 2.2 hereof, the Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent at its principal office which is presently at ____________________, with the election to purchase form set forth on the Warrant Certificate duly completed and --------------------------------------------------- **FOOTNOTES** {1/}Ten years from the date of this Agreement. executed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank or trust company located in the United States, a member of the National Association of Securities Dealers, Inc. ("NASD") or other eligible guarantor institution which is a participant in a signature guarantee program (as such terms are defined in Reg. 240.17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) acceptable to the Warrant Agent ("Signatures Guaranteed"), accompanied by payment in full of the Exercise Price as provided in Section 2.1 in effect at the time of such exercise, together with such taxes as are specified in Section 7.1 hereof, for each share of Common Stock with respect to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by certified check or money order, payable in United States currency to the order of the Company. The date on which Warrants are exercised in accordance with this Section 2.3(a) is sometimes referred to herein as the Date of Exercise of such Warrants.
Procedure for Exercise of Warrants. At anytime after the date of issuance and before the Exercise Deadline, Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent at its offices as specified in Section 7.15 of this Agreement (the "Principal Office") with the election to purchase form set forth on the Warrant Certificate duly completed and executed, with signature guaranteed by an eligible guarantor institution that is a participant in a signature guarantee program acceptable to the Warrant Agent ("Signature Guaranteed"), accompanied by payment in full of such taxes as are specified in Section 7.1 hereof and the Exercise Price in effect at the time of such exercise, for each Common Share with respect to which such Warrants are being exercised. The Exercise Price and taxes shall be paid in full by certified check or money order payable in United States currency to the order of the Company. The date on which the Warrants are exercised is sometimes referred to herein as the "Exercise Date."
Procedure for Exercise of Warrants. During the period specified in and subject to the provisions of Section 2.2 hereof, Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent at ▇ ▇. ▇▇▇▇▇▇▇▇▇ Avenue, Ardmore, Pennsylvania 19003, or such other office as may be designated from time to time by the Warrant Agent (its "Principal Office"), with the election to purchase form set forth on the reverse of the appropriate Warrant Certificate duly completed and executed, with signatures Guaranteed, accompanied by payment in full for the account of the Company of the Warrant Exercise Price, in effect at the time of such exercise, together with payment in full of such taxes as are specified in Section 7.1 hereof, for each share of Common Stock with respect to which such Warrants are being exercised. Such amounts shall be paid in full by check or money order payable in United States currency to the order of the Company and such payment shall be received and accepted by the Company subject to collection. The date on which Warrants are exercised in accordance with this Section 2.3 subject to collection of the Exercise Price is sometimes referred to herein as the Date of Exercise of such Warrants.
Procedure for Exercise of Warrants. During the period specified in and subject to the provisions of Section 2.2 hereof, Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent at the principal office of its corporate trust department (the "Principal Office"), which is presently at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, with the election to purchase form set forth on the Warrant Certificate duly completed and executed, with medallion signatures guaranteed by a member of a medallion guarantee program ("Signatures Guaranteed"), accompanied by payment in full of the Exercise Price as provided for in Section 2.1 hereof in effect at the time of such exercise, together with such taxes as are specified in Section 6.1 hereof, for each Warrant Share with respect to which such Warrant is being exercised. Such Exercise Price and taxes shall be paid in full by certified check or money order, payable in United States currency to the order of the Company. The date on which Warrants are exercised in accordance with this Section 2.3 is sometimes referred to herein as the "Date of Exercise" of such Warrants.