Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time and from time to time, in whole or in part, commencing on the date hereof and ending at 4:00 p.m., Dallas, Texas, time, on the Expiration Date, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this SECTION 6, each Warrant not exercised prior to 4:00 p.m., Dallas, Texas, time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 p.m., Dallas, Texas, time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender to the Company of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof properly completed and signed, and upon payment to the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a current market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be as determined in accordance with Section 11(f) hereof. The Company shall notify the Holder in writing of any such determination of current market value. Subject to the provisions of SECTION 7 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Company shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Date, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this SECTION and of SECTION 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. Such canceled Warrant Certificates shall then be disposed of in accordance with customary procedures.
Appears in 2 contracts
Sources: Warrant Agreement (Digitalconvergence Com Inc), Warrant Agreement (Digitalconvergence Com Inc)
Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised at any time and from time to time, in whole or in part, commencing on the date hereof and ending at 4:00 p.m., Dallas, Texas, timeCentral Standard Time, on the Expiration Date, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this SECTION Section 6, each Warrant not exercised prior to 4:00 p.m., Dallas, Texas, timeCentral Standard Time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 p.m., Dallas, Texas, timeCentral Standard Time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender to the Company of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof properly completed and signed, and upon payment to the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a determined from the application of the following formula: exercise price divided by current market value equal to the aggregate Exercise Price that would otherwise have been paid price multiplied by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date total number of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii)warrant shares available. For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be as determined in accordance with Section 11(f11(c) hereof. The Company shall notify the Holder in writing of any such determination of current market value. Subject to the provisions of SECTION Section 7 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Company shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION Section 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Date, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this SECTION Section and of SECTION Section 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. Such canceled Warrant Certificates shall then be disposed of in accordance with customary procedures.
Appears in 2 contracts
Sources: Warrant Agreement (Cryocon Inc), Warrant Agreement (Cryocon Inc)
Terms of Warrants; Exercise of Warrants. Subject to the --------------------------------------- terms of this Agreement, each Holder Warrant holder shall have the right, which may be exercised at any time and beginning 180 days from time to time, in whole or in part, commencing on the date hereof of original issuance thereof and ending at 4:00 p.m.on or prior to the close of business on September 30, Dallas, Texas, time, on 2003 (the "Expiration Date, ") to exercise Warrants and receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, provided that upon any such exercise no Holder holder shall be entitled to exercise sell or transfer such Holderholder's Warrants Shares at any time, time unless, at the time of exercisesuch sale or transfer, (i) a registration statement under the Securities Act relating to covering the offer and sale of the Warrant Shares has been filed with, and declared effective by, the CommissionSecurities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of such registration statement has been issued by the Commission SEC or (ii) the issuance offer and sale of the Warrant Shares is permitted pursuant to an exemption the Warrant holder are exempt from registration under the registration requirements Securities Act and the holder of the Securities Act. Subject Warrants, if so requested by the Company, has delivered to the provisions Company an opinion of counsel to such effect. Each Initial Warrant, when exercised, will entitle the following paragraph holder thereof to purchase 1.269311203 fully paid and nonassessable shares of this SECTION 6, each Class A Common Stock at the Exercise Price. The Number of Shares is subject to adjustment under certain circumstances as provided herein by Section 15. Each Warrant not exercised prior to 4:00 p.m., Dallas, Texas, time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 p.m., Dallas, Texas, time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised at any time on or after 180 days from the date of original issuance thereof at the election of the holder thereof, either in full or from time to time in part (in whole shares) upon surrender to the Company at the principal office of the certificate or certificates evidencing Warrant Agent of the Warrant Certificate or Certificates to be exercised with the form of election to purchase on the reverse thereof properly completed duly filled in and signed, which signature shall be guaranteed by an "eligible guarantor" as defined in the regulations promulgated under the Exchange Act and upon payment to the Warrant Agent for the account of the Company of the Exercise Price Price, as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in the form of cash or by a certified or official bank check, or bank cashier's check payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a current market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be as determined in accordance with Section 11(f) hereof. The Company shall notify the Holder in writing of any such determination of current market value. Subject to the provisions of SECTION 7 Section 10 hereof, upon such surrender of Warrants and payment of the Exercise Price as provided abovePrice, the Company shall promptly transfer issue and cause to be delivered with all reasonable dispatch to or upon the Holder written order of the Warrant holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the appropriate number of whole Warrant Shares or other securities or property (including issuable upon the exercise of such Warrants together with any money) to cash which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed payable as provided in writing by the Holder, and shall deliver such Section 17 hereof. Such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the aggregate Exercise Price. The Warrants No fractional shares shall be exercisable commencing on the Issue Date, at the election issued upon exercise of the Holders thereof, either any Warrants in full or from time to time in part and, in accordance with Section 17 hereof. In the event that a certificate evidencing Warrants Warrant Certificate is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the WarrantsExpiration Date, a new certificate Warrant Certificate evidencing the remaining Warrant or Warrants will be issued issued, and delivered the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this SECTION Section and of SECTION 3 Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be canceledcanceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Company in accordance with customary proceduresapplicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Warrant holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.
Appears in 1 contract
Sources: Warrant Agreement (United Usn Inc)
Terms of Warrants; Exercise of Warrants. Subject to the terms of this AgreementAgreement and the last paragraph of this Section 6 in particular, each Warrant Holder shall have the right, which may be exercised at any time and from time to time, in whole or in part, commencing on the date hereof fifteenth (15th) day after the second anniversary of the Issue Date and ending at 4:00 p.m., Dallas, Texas, Texas time, on the Expiration Date, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this SECTION Section 6, each Warrant not exercised prior to 4:00 p.m., Dallas, Texas, Texas time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 p.m., Dallas, Texas, time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender to the Company of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof properly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a current fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current fair market value" of the Warrant Shares shall be as determined by the Board of Directors of the Company in accordance with Section 11(f) hereofgood faith and evidenced by a resolution thereof. The Company shall notify the Holder Holders in writing of any such determination of current fair market value. Subject to the provisions of SECTION 7 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Company shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Date, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this SECTION and of SECTION 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. Such canceled Warrant Certificates shall then be disposed of in accordance with customary procedures.
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each a Warrant shall be exercisable, at the election of the Holder shall have the rightthereof, which may be exercised at any time and either in full or from time to time, time in whole or in part, part during the period commencing at the opening of business on the date hereof [___________]5 and ending at 4:00 until 5:00 p.m., Dallas, Texas, New York City time, on [_________]6 (the “Expiration DateTime”), and shall entitle the Holder thereof to receive from the Company the number of fully paid and nonassessable either: (i) Warrant Shares which pursuant to the Holder may at Company’s option to effect a Net Share Settlement pursuant to Section 4.01(c) or (ii) cash pursuant to the time Company’s option to effect a Net Cash Settlement pursuant to Section 4.01(d); provided that Holders shall be entitled able to receive on exercise their Warrants only if the exercise of such Warrants and payment is exempt from, or in compliance with, the 5 To be the six month anniversary of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall Issue Date. 6 To be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance seven year anniversary of the Warrant Shares is permitted pursuant to an exemption from the Issue Date. registration requirements of the Securities Act. Subject to Act and such securities are qualified for sale or exempt from qualification under the provisions applicable securities laws of the following paragraph states in which the various holders of this SECTION 6, each the Warrants or other persons to whom it is proposed that any Warrant Shares be issued on exercise of the Warrants reside. No adjustments as to dividends will be made upon exercise of the Warrants. Each Warrant not exercised prior to 4:00 p.m., Dallas, Texas, time, on the Expiration Date Time shall become void and all rights thereunder and all rights in respect thereof under this Agreement agreement shall cease as of such time. No adjustments as .
(b) In order to dividends will be made upon exercise all or any of the Warrants. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 p.m., Dallas, Texas, time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender Holder thereof must deliver to the Company of the certificate or certificates evidencing the Warrant to be exercised with (i) such Warrants and (ii) the form of election to purchase exercise on the reverse thereof properly completed duly filled in and signedsigned (the “Exercise Notice”). Following its receipt of any Exercise Notice, and upon payment the Company will promptly provide written notice to the Warrant Agent whether (A) the Company elects (a “Net Share Settlement Election”) to have the exercise of Warrants set forth in the Exercise Price as adjusted as herein Notice (the “Warrant Exercise”) net share settled pursuant to the procedures set forth in Section 4.01(c) (a “Net Share Settlement”) or (B) the Company elects (a “Net Cash Settlement Election”) to have the Warrant Exercise net cash settled pursuant to the procedures set forth in Section 4.01(d) (a “Net Cash Settlement”); provided, however, that if the Company is unable to successfully accomplish full Net Share Settlement for each any reason (including the Company not having authorized or reserved sufficient shares of Common Stock therefor or pursuant to Section 3.09(d)), then the Company shall be required to elect Net Cash Settlement to the extent of such deficit.
(c) If the Company makes a Net Share Settlement Election pursuant to Section 4.01(b) with respect to a Warrant Exercise, then the Warrant Exercise shall be “net share settled” whereupon the Warrant will be converted into shares of Common Stock pursuant to a cashless exercise, after which the Company will issue to the Holder the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable equal to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares result obtained by (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a current market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issuedsubtracting B from A, (ii) dividing the result by any Holder to whom A, and (iii) multiplying the Company is indebted, difference by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to C as set forth in the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for following equation: X = ((A - B)/A) × C where: X = the Warrant Shares being issued, or issuable upon exercise pursuant to this paragraph (iii) by a combination of the procedures in clauses (i) and (iic). For purposes of A = the foregoing sentence, "current market value" of Market Value on the Warrant Shares shall be as determined in accordance with Section 11(f) hereof. The Company shall notify day immediately preceding the Holder in writing of any such determination of current market value. Subject to the provisions of SECTION 7 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Company shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to date on which the Holder is entitled, registered or otherwise placed in, or payable to delivers the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13applicable Exercise Notice. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of B = the Exercise Price. The C = the number of shares of Common Stock as to which the Warrants are then being exercised (the “Exercise Shares”). If the foregoing calculation results in a negative number, then no shares of Common Stock shall be exercisable commencing on the Issue Date, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such issued upon exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this SECTION and of SECTION 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. Such canceled Warrant Certificates shall then be disposed of in accordance with customary proceduresparagraph (c).
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Targa Resources Corp.)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this AgreementAgreement and the Warrant Certificates, each Holder the Warrant holder shall have the right, which may be exercised commencing at any time and from time to time, in whole or in part, commencing the opening of business on the date hereof respective dates set forth on the Warrant Certificates and ending at 4:00 until 5:00 p.m., DallasEastern time on November 12, Texas, time, on 2007 (the Expiration Date“Exercise Period”), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder Warrant holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this SECTION 6, each Each Warrant not exercised prior to 4:00 5:00 p.m., Dallas, Texas, Eastern time, on the Expiration Date November 12, 2007 shall become void and all rights thereunder and all rights in respect thereof under this Agreement agreement shall cease as of such time. No adjustments as to dividends payable in cash will be made upon exercise of the Warrants. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 p.m., Dallas, Texas, time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. .
(b) A Warrant may be exercised upon surrender to the Company at its principal office of the certificate or certificates Warrant Certificate evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof properly completed purchase, which is attached hereto as Exhibit B, duly filled in and signed, and upon payment to the Company of the exercise price (the “Exercise Price Price”) as adjusted as herein provided, for each the number of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash cash, or by certified or official bank check, check payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a current market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be as determined in accordance with Section 11(f6.
(c) hereof. The Upon such surrender of Warrants and payment of the Exercise Price the Company shall notify issue and cause to be delivered with all reasonable dispatch to or upon the Holder written order of the Warrant holder in writing the name of the holder, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 12; provided, however, that if any such determination consolidation, merger or lease or sale of current market value. Subject assets is proposed to be effected by the provisions Company as described in subsection (k) of SECTION 7 Section 13 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as provided aboveaforesaid, the Company shall promptly transfer shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the Holder of such Warrant a certificate or certificates for the appropriate full number of Warrant Shares or other securities or property (including any money) to which issuable upon the Holder is entitled, registered or otherwise placed in, or payable to exercise of such Warrants in the order of, such name or names manner described in this sentence together with cash as may be directed provided in writing by the Holder, and shall deliver such Section 14. Such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder the holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise Price. .
(d) The Warrants shall be exercisable commencing on the Issue Dateexercisable, at the election of the Holders holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this SECTION and of SECTION 3 hereof. Section 5.
(e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceledcanceled by the Company. Such canceled Warrant Certificates shall then be disposed of in accordance with customary proceduresby the Company.
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each a Warrant shall be exercisable, at the election of the Holder shall have the rightthereof, which may be exercised at any time and either in full or from time to timetime in part during the period commencing at the earlier of (i) any Change of Control (as defined in the Certificate of Designation) or the commencement of proceedings for the voluntary or involuntary dissolution, in whole liquidation or in partwinding up of the Company and (ii) opening of business on October 25, commencing on the date hereof 2019 and ending at 4:00 until 5:00 p.m., Dallas, Texas, New York City time, on October 25, 2029 (the “Expiration DateTime”), and shall entitle the Holder thereof to receive Warrant Shares from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time Company. No adjustments as to dividends will be entitled to receive on made upon exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities ActWarrants. Subject to the provisions of the following paragraph of this SECTION 6, each Each Warrant not exercised prior to 4:00 p.m., Dallas, Texas, time, on the Expiration Date Time shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as The Company shall notify the Warrant Agent in writing upon the occurrence of either of the events described in this Section 4.01(a)(i), and until such written notice is received by the Warrant Agent, the Warrant Agent may presume conclusively for all purposes that neither of the events described in this Section 4.01(a)(i) has occurred.
(b) In order to dividends will be made upon exercise all or any of the Warrants. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 p.m., Dallas, Texas, time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender Holder thereof must deliver to the Company of the certificate or certificates evidencing the Warrant to be exercised with (i) such Warrants and (ii) the form of election to purchase exercise on the reverse thereof properly completed duly filled in and signedsigned (the “Exercise Notice”). Following its receipt of any Exercise Notice, the Company will promptly (and upon payment in any event, within two Business Days) provide written notice to the Warrant Agent whether (A) the Company elects (a “Net Share Settlement Election”) to have the exercise of Warrants set forth in the Exercise Price Notice (the “Warrant Exercise”) net share settled pursuant to the procedures set forth in Section 4.01(c) (a “Net Share Settlement”) or (B) the Company elects (a “Full Share Settlement Election”) to have the Warrant Exercise settled solely in shares of Common Stock pursuant to the procedures set forth in Section 4.01(d) (a “Full Share Settlement”). If the Company shall not have provided such a notice to the Warrant Agent by 5:00 p.m., New York City time, on the second Business Day following the Company’s receipt of any such Exercise Notice, the Company will be deemed to have made a Full Share Settlement Election with respect to the Warrants to which such Exercise Notice relates, as adjusted as herein providedof such time.
(c) If the Company makes a Net Share Settlement Election pursuant to Section 4.01(b) with respect to the Warrant Exercise, for each then the Warrant Exercise shall be “net share settled” whereupon the Warrant will be converted into shares of Common Stock pursuant to a cashless exercise, after which the Company will issue to the Holder the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable equal to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares result obtained by (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a current market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issuedsubtracting B from A, (ii) dividing the result by any Holder to whom the Company is indebtedA, by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or and (iii) multiplying the difference by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be C as determined in accordance with Section 11(f) hereof. The Company shall notify the Holder in writing of any such determination of current market value. Subject to the provisions of SECTION 7 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Company shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Date, at the election of the Holders thereof, either in full or from time to time in part and, set forth in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this SECTION and of SECTION 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. Such canceled Warrant Certificates shall then be disposed of in accordance with customary procedures.following equation: where:
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each a Warrant shall be exercisable, at the election of the Holder shall have the rightthereof, which may be exercised at any time and either in full or from time to timetime in part during the period commencing at the earlier of (i) any Change of Control (as defined in the Certificate of Designation) or the commencement of proceedings for the voluntary or involuntary dissolution, in whole liquidation or in partwinding up of the Company and (ii) opening of business on November 29, commencing on the date hereof 2019 and ending at 4:00 until 5:00 p.m., Dallas, Texas, New York City time, on November 29, 2028 (the “Expiration DateTime”), and shall entitle the Holder thereof to receive Warrant Shares from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time Company. No adjustments as to dividends will be entitled to receive on made upon exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities ActWarrants. Subject to the provisions of the following paragraph of this SECTION 6, each Each Warrant not exercised prior to 4:00 p.m., Dallas, Texas, time, on the Expiration Date Time shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as The Company shall notify the Warrant Agent in writing upon the occurrence of either of the events described in this Section 4.01(a)(i), and until such written notice is received by the Warrant Agent, the Warrant Agent may presume conclusively for all purposes that neither of the events described in this Section 4.01(a)(i) has occurred.
(b) In order to dividends will be made upon exercise all or any of the Warrants. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 p.m., Dallas, Texas, time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender Holder thereof must deliver to the Company of the certificate or certificates evidencing the Warrant to be exercised with (i) such Warrants and (ii) the form of election to purchase exercise on the reverse thereof properly completed duly filled in and signedsigned (the “Exercise Notice”). Following its receipt of any Exercise Notice, the Company will promptly (and upon payment in any event, within two Business Days) provide written notice to the Warrant Agent whether (A) the Company elects (a “Net Share Settlement Election”) to have the exercise of Warrants set forth in the Exercise Price Notice (the “Warrant Exercise”) net share settled pursuant to the procedures set forth in Section 4.01(c) (a “Net Share Settlement”) or (B) the Company elects (a “Full Share Settlement Election”) to have the Warrant Exercise settled solely in shares of Common Stock pursuant to the procedures set forth in Section 4.01(d) (a “Full Share Settlement”). If the Company shall not have provided such a notice to the Warrant Agent by 5:00 p.m., New York City time, on the second Business Day following the Company’s receipt of any such Exercise Notice, the Company will be deemed to have made a Full Share Settlement Election with respect to the Warrants to which such Exercise Notice relates, as adjusted as herein providedof such time.
(c) If the Company makes a Net Share Settlement Election pursuant to Section 4.01(b) with respect to the Warrant Exercise, for each then the Warrant Exercise shall be “net share settled” whereupon the Warrant will be converted into shares of Common Stock pursuant to a cashless exercise, after which the Company will issue to the Holder the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable equal to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares result obtained by (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a current market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issuedsubtracting B from A, (ii) dividing the result by any Holder to whom the Company is indebtedA, by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or and (iii) multiplying the difference by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be C as determined in accordance with Section 11(f) hereof. The Company shall notify the Holder in writing of any such determination of current market value. Subject to the provisions of SECTION 7 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Company shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Date, at the election of the Holders thereof, either in full or from time to time in part and, set forth in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this SECTION and of SECTION 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. Such canceled Warrant Certificates shall then be disposed of in accordance with customary procedures.following equation: where:
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. Each Warrant entitles the Holder thereof to purchase one share of Common Stock at a purchase price of $.80 per share (the "Exercise Price") at any time on or before 5:00 P.M. Philadelphia time on February 12, 2001 (the "Expiration Date"). The Exercise Price and the number of shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events pursuant to the provisions of Section 8 of this Agreement. Subject to the terms provisions of this Agreement, each Holder of Warrants shall have the right, which may be exercised at any time and from time right to time, in whole or in part, commencing on the date hereof and ending at 4:00 p.m., Dallas, Texas, time, on the Expiration Date, to receive purchase from the Company (and the Company shall issue and sell to such Holder of Warrants upon the due exercise of such Warrants in the manner prescribed herein) the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise non-assessable shares of Common Stock specified in such Warrants and payment of the Exercise Price then (as adjusted in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph accordance with Section 8 of this SECTION 6Agreement), each Warrant not exercised prior to 4:00 p.m., Dallas, Texas, time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 p.m., Dallas, Texas, time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender to the Company Company, or its duly authorized agent, of the certificate or certificates evidencing the Warrant to be exercised such Warrants, with the form Form of election Election to purchase on the reverse thereof properly Purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price (as adjusted as herein provided, in accordance with the provisions of Section 8 of this Agreement,) for each the number of the Warrant Shares shares in respect of which such Warrants are then exercised. Payment of the aggregate such Exercise Price shall may be made in cash by money order, certified check or by certified or official bank check, draft payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) No adjustment shall be made for any dividends on a net basis, such that without the exchange any shares of any funds, the Holder receives that number of Warrant Shares otherwise Common Stock issuable upon exercise of its Warrants less that number of Warrant Shares having a current market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii)Warrant. For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be as determined in accordance with Section 11(f) hereof. The Company shall notify the Holder in writing of any such determination of current market value. Subject to the provisions of SECTION 7 hereof, upon Upon each surrender of Warrants Warrants, and payment of the Exercise Price as provided aboveaforesaid, the Company shall promptly transfer issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrant Warrants and in such name or names as such Holder may designate, a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which full shares of Common Stock so purchased upon the Holder is entitled, registered or otherwise placed in, or payable to the order of, exercise of such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the sameWarrants, together with an amount cash, as provided in cash Section 9 of this Agreement, in lieu respect of any fraction of a share as provided in SECTION 13of such Common Stock otherwise issuable upon such surrender. Any such Such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder holder of record of such Warrant Shares shares of Common Stock as of the later of the date of the surrender of such Warrants and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of such Exercise Price. The , the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be exercisable commencing closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Issue Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such shares; and provided further, that the transfer books shall not be closed at any time for a period longer than twenty (20) days unless otherwise required by law. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holders thereof, either in full as an entirety or from time to time in for part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this SECTION and of SECTION 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. Such canceled Warrant Certificates shall then be disposed of in accordance with customary procedures.only
Appears in 1 contract
Sources: Warrant Agreement (N2k Inc)
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each a Warrant shall be exercisable, at the election of the Holder shall have the rightthereof, which may be exercised at any time and either in full or from time to timetime in part during the period commencing at the opening of business on September 16, in whole or in part, commencing on the date hereof 2016 and ending at 4:00 until 5:00 p.m., Dallas, Texas, New York City time, on March 16, 2023 (the “Expiration DateTime”), and shall entitle the Holder thereof to receive from the Company the number of fully paid and nonassessable either: (i) Warrant Shares which pursuant to the Holder may at Company’s option to effect a Net Share Settlement pursuant to Section 4.01(c) or (ii) cash pursuant to the time Company’s option to effect a Net Cash Settlement pursuant to Section 4.01(d); provided that Holders shall be entitled able to receive on exercise their Warrants only if the exercise of such Warrants and payment of the Exercise Price then is exempt from, or in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed compliance with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to Act and such securities are qualified for sale or exempt from qualification under the provisions applicable securities laws of the following paragraph states in which the various holders of this SECTION 6, each the Warrants or other persons to whom it is proposed that any Warrant Shares be issued on exercise of the Warrants reside. No adjustments as to dividends will be made upon exercise of the Warrants. Each Warrant not exercised prior to 4:00 p.m., Dallas, Texas, time, on the Expiration Date Time shall become void and all rights thereunder and all rights in respect thereof under this Agreement agreement shall cease as of such time. No adjustments as .
(b) In order to dividends will be made upon exercise all or any of the Warrants. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 p.m., Dallas, Texas, time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender Holder thereof must deliver to the Company of the certificate or certificates evidencing the Warrant to be exercised with (i) such Warrants and (ii) the form of election to purchase exercise on the reverse thereof properly completed duly filled in and signedsigned (the “Exercise Notice”). Following its receipt of any Exercise Notice, and upon payment the Company will promptly provide written notice to the Warrant Agent whether (A) the Company elects (a “Net Share Settlement Election”) to have the exercise of Warrants set forth in the Exercise Price as adjusted as herein Notice (the “Warrant Exercise”) net share settled pursuant to the procedures set forth in Section 4.01(c) (a “Net Share Settlement”) or (B) the Company elects (a “Net Cash Settlement Election”) to have the Warrant Exercise net cash settled pursuant to the procedures set forth in Section 4.01(d) (a “Net Cash Settlement”); provided, however, that if the Company is unable to successfully accomplish full Net Share Settlement for each any reason (including the Company not having authorized or reserved sufficient shares of Common Stock therefor or pursuant to Section 3.09(d)), then the Company shall be required to elect Net Cash Settlement to the extent of such deficit.
(c) If the Company makes a Net Share Settlement Election pursuant to Section 4.01(b) with respect to a Warrant Exercise, then the Warrant Exercise shall be “net share settled” whereupon the Warrant will be converted into shares of Common Stock pursuant to a cashless exercise, after which the Company will issue to the Holder the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable equal to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares result obtained by (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a current market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issuedsubtracting B from A, (ii) dividing the result by any Holder to whom the Company is indebtedA, by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or and (iii) multiplying the difference by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be C as determined in accordance with Section 11(f) hereof. The Company shall notify the Holder in writing of any such determination of current market value. Subject to the provisions of SECTION 7 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Company shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Date, at the election of the Holders thereof, either in full or from time to time in part and, set forth in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this SECTION and of SECTION 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. Such canceled Warrant Certificates shall then be disposed of in accordance with customary procedures.following equation: X = ((A - B)/A) × C where:
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each a Warrant shall be exercisable, at the election of the Holder shall have the rightthereof, which may be exercised at any time and either in full or from time to timetime in part during the period commencing at the earlier of (i) any Change of Control (as defined in the Certificate of Designation) or the commencement of proceedings for the voluntary or involuntary dissolution, in whole liquidation or in partwinding up of the Company and (ii) opening of business on November [•], commencing on the date hereof 2019 and ending at 4:00 until 5:00 p.m., Dallas, Texas, New York City time, on November [•], 2028 (the “Expiration DateTime”), and shall entitle the Holder thereof to receive Warrant Shares from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time Company. No adjustments as to dividends will be entitled to receive on made upon exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities ActWarrants. Subject to the provisions of the following paragraph of this SECTION 6, each Each Warrant not exercised prior to 4:00 p.m., Dallas, Texas, time, on the Expiration Date Time shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as The Company shall notify the Warrant Agent in writing upon the occurrence of either of the events described in this Section 4.01(a)(i), and until such written notice is received by the Warrant Agent, the Warrant Agent may presume conclusively for all purposes that neither of the events described in this Section 4.01(a)(i) has occurred.
(b) In order to dividends will be made upon exercise all or any of the Warrants. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 p.m., Dallas, Texas, time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender Holder thereof must deliver to the Company of the certificate or certificates evidencing the Warrant to be exercised with (i) such Warrants and (ii) the form of election to purchase exercise on the reverse thereof properly completed duly filled in and signedsigned (the “Exercise Notice”). Following its receipt of any Exercise Notice, the Company will promptly (and upon payment in any event, within two Business Days) provide written notice to the Warrant Agent whether (A) the Company elects (a “Net Share Settlement Election”) to have the exercise of Warrants set forth in the Exercise Price Notice (the “Warrant Exercise”) net share settled pursuant to the procedures set forth in Section 4.01(c) (a “Net Share Settlement”) or (B) the Company elects (a “Full Share Settlement Election”) to have the Warrant Exercise settled solely in shares of Common Stock pursuant to the procedures set forth in Section 4.01(d) (a “Full Share Settlement”). If the Company shall not have provided such a notice to the Warrant Agent by 5:00 p.m., New York City time, on the second Business Day following the Company’s receipt of any such Exercise Notice, the Company will be deemed to have made a Full Share Settlement Election with respect to the Warrants to which such Exercise Notice relates, as adjusted as herein providedof such time.
(c) If the Company makes a Net Share Settlement Election pursuant to Section 4.01(b) with respect to the Warrant Exercise, for each then the Warrant Exercise shall be “net share settled” whereupon the Warrant will be converted into shares of Common Stock pursuant to a cashless exercise, after which the Company will issue to the Holder the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable equal to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares result obtained by (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a current market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issuedsubtracting B from A, (ii) dividing the result by any Holder to whom the Company is indebtedA, by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or and (iii) multiplying the difference by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be C as determined in accordance with Section 11(f) hereof. The Company shall notify the Holder in writing of any such determination of current market value. Subject to the provisions of SECTION 7 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Company shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Date, at the election of the Holders thereof, either in full or from time to time in part and, set forth in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this SECTION and of SECTION 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. Such canceled Warrant Certificates shall then be disposed of in accordance with customary procedures.following equation: where:
Appears in 1 contract
Sources: Securities Purchase Agreement (McDermott International Inc)
Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised commencing at any time and from time to 9:00 a.m., New York City time, in whole or in part, commencing on the earliest to occur of (i) the Separation Date, (ii) the Exercise Event, (iii) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (iv) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act (the first such date hereof to occur, the "Exercise Date") and ending at 4:00 5:00 p.m., Dallas, Texas, New York City time, on the Expiration Date, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this SECTION 6Section 8, each Warrant not exercised prior to 4:00 5:00 p.m., Dallas, Texas, New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the WarrantsWarrants except to the extent set forth in Section 13(d). The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 5:00 p.m., Dallas, Texas, New York City time, on the Expiration Date. Notwithstanding If the Company's failure Company fails to give such notice, the Expiration Date shall Warrants will not be extended andexpire until 90 days after the date the Company gives such notice, provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such noticenotice other than any such extension. A Warrant may be exercised upon surrender to the Company at the Principal Office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof properly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are Warrant is then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the CompanyCompany if a registration statement relating to the issuance of Warrant Shares upon exercise of the Warrant is then in effect. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants (and to which such exercise relates) less that number of Warrant Shares having a current fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness Notes having an aggregate principal amountaccredited value, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current fair market value" of the Warrant Shares shall be as determined by the Board of Directors of the Company in accordance with Section 11(f) hereofgood faith. The Company shall notify the Holder Warrant Agent in writing of any such determination of current fair market value. The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Agreement and the procedures of the Depositary therefor. Subject to the provisions of SECTION 7 Section 9 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13Section 15. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Exercise Date, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued issued, and delivered the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this SECTION Section and of SECTION 3 Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be canceledcancelled by the Warrant Agent. Such canceled cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in accordance a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with customary proceduresrespect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders, upon reasonable written notice, during normal business hours at its Principal Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised at any time and from time to time, in whole or in part, commencing on the date hereof and ending at 4:00 p.m., Dallas, Texas, time, on the Expiration Date, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Warrant Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this SECTION 6, each Warrant not exercised prior to 4:00 p.m., Dallas, Texas, time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 p.m., Dallas, Texas, time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender to the Company of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof properly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a current fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current fair market value" of the Warrant Shares shall be as determined by the Board of Directors of the Company in accordance with Section 11(f) hereofgood faith and evidenced by a resolution thereof. The Company shall notify the Holder Holders in writing of any such determination of current fair market value. Subject to the provisions of SECTION 7 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Company shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person Person or persons Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person Person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Date, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this SECTION and of SECTION 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. Such canceled Warrant Certificates shall then be disposed of in accordance with customary procedures.
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised at any time and from time to time, in whole or in part, commencing at 9:00 a.m., New York City time, on the date hereof Separation Date and ending at 4:00 5:00 p.m., Dallas, Texas, New York City time, on the Expiration Date, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Warrant Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this SECTION 6Section 8, each Warrant not exercised prior to 4:00 5:00 p.m., Dallas, Texas, New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 5:00 p.m., Dallas, Texas, New York City time, on the Expiration Date. Notwithstanding If the Company's failure Company fails to give such notice, the Expiration Date shall Warrants will not be extended andexpire until 90 days after the Company gives such notice, provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such noticenotice other than any such extension. A Warrant may be exercised upon surrender to the Company at the Principal Office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof properly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are Warrant is then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a current fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness Notes having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current fair market value" of the Warrant Shares shall be as determined by the Board of Directors of the Company in accordance with Section 11(f) hereofgood faith and evidenced by a resolution thereof. The Company shall notify the Holder Warrant Agent in writing of any such determination of current fair market value. The exercise of Warrants by Holders of beneficial interests in Global Warrants shall be effected in accordance with this Agreement and the procedures of the Depositary therefor. Subject to the provisions of SECTION 7 Section 9 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person Person or persons Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13Section 15. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person Person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Separation Date, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued issued, and delivered the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this SECTION Section and of SECTION 3 Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be canceledcancelled by the Warrant Agent. Such canceled cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in accordance with its customary procedures. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and promptly pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its Principal Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.
Appears in 1 contract
Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each a Warrant shall be exercisable, at the election of the Holder shall have the rightthereof, which may be exercised at any time and either in full or from time to timetime in part during the period commencing at the earlier of (i) any Change of Control (as defined in the Certificate of Designation) or the commencement of proceedings for the voluntary or involuntary dissolution, in whole liquidation or in partwinding up of the Company and (ii) opening of business on November 29, commencing on the date hereof 2019 and ending at 4:00 until 5:00 p.m., Dallas, Texas, New York City time, on November 29, 2028 (the “Expiration DateTime”), and shall entitle the Holder thereof to receive Warrant Shares from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time Company. No adjustments as to dividends will be entitled to receive on made upon exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities ActWarrants. Subject to the provisions of the following paragraph of this SECTION 6, each Each Warrant not exercised prior to 4:00 p.m., Dallas, Texas, time, on the Expiration Date Time shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as The Company shall notify the Warrant Agent in writing upon the occurrence of either of the events described in this Section 4.01(a)(i), and until such written notice is received by the Warrant Agent, the Warrant Agent may presume conclusively for all purposes that neither of the events described in this Section 4.01(a)(i) has occurred.
(b) In order to dividends will be made upon exercise all or any of the Warrants. The Company shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 p.m., Dallas, Texas, time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender Holder thereof must deliver to the Company of the certificate or certificates evidencing the Warrant to be exercised with (i) such Warrants and (ii) the form of election to purchase exercise on the reverse thereof properly completed duly filled in and signedsigned (the “Exercise Notice”). Following its receipt of any Exercise Notice, the Company will promptly (and upon payment in any event, within two Business Days) provide written notice to the Warrant Agent whether (A) the Company elects (a “Net Share Settlement Election”) to have the exercise of Warrants set forth in the Exercise Price Notice (the “Warrant Exercise”) net share settled pursuant to the procedures set forth in Section 4.01(c) (a “Net Share Settlement”) or (B) the Company elects (a “Full Share Settlement Election”) to have the Warrant Exercise settled solely in shares of Common Stock pursuant to the procedures set forth in Section 4.01(d) (a “Full Share Settlement”). If the Company shall not have provided such a notice to the Warrant Agent by 5:00 p.m., New York City time, on the second Business Day following the Company’s receipt of any such Exercise Notice, the Company will be deemed to have made a Full Share Settlement Election with respect to the Warrants to which such Exercise Notice relates, as adjusted as herein providedof such time.
(c) If the Company makes a Net Share Settlement Election pursuant to Section 4.01(b) with respect to the Warrant Exercise, for each then the Warrant Exercise shall be “net share settled” whereupon the Warrant will be converted into shares of Common Stock pursuant to a cashless exercise, after which the Company will issue to the Holder the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable equal to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares result obtained by (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a current market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issuedsubtracting B from A, (ii) dividing the result by any Holder to whom the Company is indebtedA, by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or and (iii) multiplying the difference by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be C as determined in accordance with Section 11(f) hereof. The Company shall notify the Holder in writing of any such determination of current market value. Subject to the provisions of SECTION 7 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Company shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Date, at the election of the Holders thereof, either in full or from time to time in part and, set forth in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this SECTION and of SECTION 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. Such canceled Warrant Certificates shall then be disposed of in accordance with customary procedures.following equation: X = ((A - B)/A) x C where:
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Sources: Warrant Agreement
Terms of Warrants; Exercise of Warrants. Subject to the --------------------------------------- terms of this Agreement, each Warrant Holder shall have the right, which may be exercised at any time and from time to time, in whole or in part, commencing at 9:00 a.m., New York City time, commencing on the date hereof 30th day after the Closing Date and ending at 4:00 5:00 p.m., Dallas, Texas, New York City time, on the Expiration Date, to receive from the Company Warrant Issuers the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Warrant Holder shall be entitled to exercise -------- ------- such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this SECTION 6▇▇▇▇▇▇▇ ▇, each Warrant ▇▇▇▇ ▇▇▇▇▇▇▇ not exercised prior to 4:00 5:00 p.m., Dallas, Texas, New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company Warrant Issuers shall use its reasonable efforts to give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 4:00 5:00 p.m., Dallas, Texas, New York City time, on the Expiration Date. Notwithstanding If the Company's failure Warrant Issuers fail to give such notice, the Expiration Date shall Warrants will not be extended andexpire until 90 days after the Warrant Issuers give such notice, provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's Warrant Issuers' failure to give such noticenotice other than any such extension. A Warrant may be exercised upon surrender to the Company Warrant Issuers of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof properly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Company Warrant Issuers of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the CompanyWarrant Issuers. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a current fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness Loans or converted Notes having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current fair market value" of the Warrant Shares shall be as determined by the Boards of Directors of the Warrant Issuers in accordance with Section 11(f) hereofgood faith and evidenced by a resolution thereof. The Company Warrant Issuers shall notify the Holder Holders in writing of any such determination of current fair market value. Subject to the provisions of SECTION 7 Section 8 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Company Warrant Issuers shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the person Person or persons Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in SECTION 13Section 14. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person Person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Date, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this SECTION Section and of SECTION 3 Section 4 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceledcancelled. Such canceled cancelled Warrant Certificates shall then be disposed of in accordance with customary procedures.
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