Right to Convert Warrant Into Stock Net Issuance (i) In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder may elect to convert this Warrant or any portion thereof (the "Conversion Right") into shares of Common Stock, the aggregate value of which shares shall be equal to the value of this Warrant or the portion thereof being converted. The Conversion Right may be exercised by the holder by surrender of this Warrant at the principal office of the Company together with notice of the holder's intention to exercise the Conversion Right, in which event the Company shall issue to the holder a number of shares of the Company's Common Stock computed using the following formula: X= Y(A-B) ------ A Where: X The number of shares of Common Stock to be issued to the holder. Y The number of shares of Common Stock representing the portion of this Warrant that is being converted. A The fair market value of one share of the Company's Common Stock. B The Exercise Price (as adjusted to the date of such calculations).
(ii) For purposes of this Section 2(b), the "fair market value" per share of the Company's Common Stock shall mean, the average daily Market Price (as defined below) during the period of the most recent 20 days, ending on the last business day before the effective date of exercise of the Conversion Right, on which the national securities exchanges were open for trading, except that if no class of the Common Stock is then listed or admitted to trading on any national securities exchange or quoted in the over-counter market, the fair market value shall be the Market Price on the last business day before the effective date of exercise of the Conversion Right. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market System (the "National Market System") of the National Association of Securities Dealers Automated Quotations System (the "NASDAQ"), the Market Price as of a specified day shall be the last reported sale price of the Common Stock on such exchange or on the National Market System on such date or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange or on the National Market System. If the Common Stock is not so listed or admitted to unlisted trading privileges, the Market Price as of a specified day shall be the mean of the last bid and asked prices reported on such date (x) by the NASDAQ or (y) if reports are unavailable under clause (x) above by the National Quotation Bureau Incorporated. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the Market Price as of a specified day shall be determined in good faith by written resolution of the Board of Directors of the Company.
Duration and Exercise of Warrant (a) The rights represented by this Warrant may be exercised, by the Warrantholder of record, in whole, or from time to time in part (but covering at least the lesser of 1,000 shares or the Exercise Form annexed hereto (the "Exercise Form") duly executed by the Warrantholder of record and specifying the number of Warrant Shares to be purchased, to the Company at the office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (or such other office or agency of the Company as it may designated by notice to the Warrantholder at the address of such Warrantholder appearing on the books of the Company) during normal business hours on any day (a "Business Day") other than a Saturday, Sunday or a day on which the Company is otherwise closed for business (a "Nonbusiness Day") or or after 9:00 a.m. Houston, Texas time on the Initial Exercise Date but not later than 5:00 p.m. on the Expiration Date (or 5:00 p.m. on the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), delivery of payment to the Company of the Exercise Price for the number of Warrant Shares or cash in lieu thereof specified in the Exercise Form and such documentation as to the identify and authority of the Warrantholder as the Company may reasonably request.
(b) Certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder as promptly as practicable, and in any event within ten business days, after the date the Company receives the fully completed Exercise Form. The stock certificates so delivered shall be in denominations specified by the Warrantholder, and shall be issued in the name of the Warrantholder. Such Warrant Shares shall be deemed by the Company to be issued to the Warrantholder that is the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.
(c) If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificates for the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant.
(d) No adjustments or payments shall be made on or in respect of Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to be the record holder of such Warrant Shares.
Duration and Exercise of Warrants (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) at any time and from time to time on or after January 27, 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant.
(b) Subject to Section 10, upon delivery of an executed Form of Election to Purchase, together with the grid attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear a restrictive legend as set forth in Section 7. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.
Warrant Price Duration and Exercise of Warrants Section 2.01. Persons intending to exercise their redeemable Class A Warrants must present the Warrant and the exercise price to the Company's Transfer Agent, in order to receive one (1) share of Common Stock. Each Class A Warrant is exercisable at an exercise price of $7.00 from the Closing Date of this offering and continuing for three (3) years, at which time the Warrants expire. The Class A Warrants are immediately detachable. For each Class B Warrant, the holder is entitled to receive one (1) share of Common Stock, at an exercise price of $6.00 from the Closing Date and continuing for four (4) years thereafter, at which time the Warrants expire.
Section 2.02. Subject to the provisions of Section 4.01, paragraph (4) of Section 4.03 and the form of reverse side of the Warrant Certificate, both Classes of Warrants may be exercised at any time prior to the expiration date at 5:00 P.M. New York State time if such date shall be a Business Day; and if not then at or before 5:00 P.M. New York State time on the next following Business Day. Any Warrants not exercised during said period shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the end of such period.
(1) The Warrant Holder may exercise a Warrant, in whole or in part, upon surrender of the Warrant Certificate, with the exercise form thereon duly executed to the Warrant Agent at its corporate office, together with the Warrant Price for each share of Common Stock to be purchased in New York Clearing House funds or other funds acceptable to the Company.
(2) Upon receipt of a Warrant Certificate with the exercise form duly executed and accompanied by payment of the aggregate Warrant Price for the shares of Common Stock for which the Warrant is then being exercised, the Warrant Agent shall requisition from the transfer agent certificates for the total number of whole shares (as provided in Section 4.04) of Common Stock for which the Warrant is being exercised in such names and denominations as are required for delivery to the Warrant holder, and the Warrant Agent shall thereupon deliver such certificate to or in accordance with the instructions of the Warrant Holder. The Company covenants and agrees that it has duly authorized and directed its transfer agent (and will authorize and direct all its future transfer agents) to comply with all such requests of the Warrant Agent.
(3) In case any Warrant Holder shall exercise his Warrant with respect to less than all of the shares of Common Stock that may be purchased under such Warrant, a new Warrant Certificate for the balance shall be countersigned and delivered to or upon the order of such Warrant Holder.
(4) The Company covenants and agrees that it will pay, when due and payable, any and all taxes which may be payable in respect of the issue of Warrants, or the issue of any shares of Common Stock upon the exercise of Warrants. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of Warrant Certificates or shares of Common Stock in a name other than that of the Warrant Holder at the time of surrender, and until the payment of such tax, shall not be required to issue such Common Stock.
(5) The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and currently account to the Company for moneys received by the Warrant Agent for the purchase of shares of Common Stock upon the exercise of Warrants.
(6) The Class A Warrants and the Class B Warrants are immediately detachable and tradeable separately.
Right to Convert In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to the following formula: X = B - A Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.