Cashless Exercise of Warrants. (a) Notwithstanding the provisions of Section 3 above, if the Fair Market Value is greater than the Exercise Price (at the date of calculation, as set forth below), in lieu of exercising the Warrant as permitted in Section 2.1(b), the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrant (or the portion thereof being canceled) by surrender of the Warrant, together with the Subscription Form duly executed, to the Company at its office referred to in Section 2(b) hereof, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = WCS x (FMV - EP) FMV Where: CS equals the number of shares of Common Stock to be issued to the holder of the Warrant; WCS equals the number of shares of Common Stock purchasable under the Warrant being exercised (at the date of such calculation); FMV equals the Fair Market Value of one share of the Common Stock (at the date of such calculation); and EP equals the Exercise Price (as adjusted to the date of such calculation).
Cashless Exercise of Warrants. (1) If, at the time of exercise of any Warrant in accordance with this Indenture, there is no effective Registration Statement under the U.S. Securities Act, or the prospectus contained therein is not available for the offer and sale of the Common Shares to the Warrantholder under the U.S Securities Act, then the Warrants may only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Warrantholder shall be entitled to receive a number of Common Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
Cashless Exercise of Warrants. Notwithstanding the provisions of Section 2.1 hereof, if the Fair Market Value is greater than the Purchase Price (at the date of calculation, as set forth below), in lieu of exercising the Warrant as permitted in Section 2.1, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrants (or the portion thereof being canceled) by surrender of the Warrant Certificate, together with the election to purchase (a form of which is attached to each Warrant Certificate) attached thereto duly executed, to the Company at its office referred to in Section 1.2(b) hereof, in which event the Company shall issue to the Holder that number of Warrant Shares computed using the following formula: CS = WCS x (FMV-PP) FMV where: CS equals the number of Warrant Shares to be issued to the Holder of the Warrant Certificate upon a cashless exercise WCS equals the gross number of Warrant Shares purchasable under the Warrants being exercised (at the date of such calculation, calculated as if the Purchase Price were being paid in cash) FMV equals the Fair Market Value of one share of Common Stock (at the date of such calculation) PP equals the Purchase Price (as adjusted to the date of such calculation). For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the shares of Common Stock issuable upon the exercise of the Warrants in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for such shares shall be deemed to have commenced, on the date this Warrant was originally issued.
Cashless Exercise of Warrants. The parties hereto agree that, in connection with any redemption of Parent’s outstanding warrants, Parent shall offer holders thereof the opportunity to exercise such warrants on a cashless basis.
Cashless Exercise of Warrants. At any time during the Warrant Exercise Term, the Holder may, at its option, exchange the Warrant, in whole or in part, into the number of Shares determined in accordance with this Section 4 (a "Warrant Exchange"), by --------- surrendering this Warrant at the principal office of the Company or at the office of its transfer agent, accompanied by a notice stating such Holder's intent to effect such exchange, the number of Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the Shares issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the Shares remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder within five (5) business days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Shares (rounded to the next highest integer) equal to (i) the number of Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price (as hereinafter defined) by (B) the current Market Price of one share of Common Stock.
Cashless Exercise of Warrants. If the current market value of the Company’s Common Stock (as defined below) is greater than the warrant exercise price, in lieu of delivering the exercise price in cash or check the Creditor may elect to exchange the warrants, in whole or in part, to receive in exchange that number of shares of Common Stock equal to the value of these Warrants or portion thereof being exercised (the "Net Issue Exercise"). If the Creditor wishes to elect the Net Issue Exercise, the Creditor shall notify the Company of his election in writing at the time the Creditor delivers to the Company the notice of exercise in the form attached hereto along with the surrender of the warrant at the principal office of the Company. In the event the Creditor shall elect the Net Issue Exercise, the Creditor shall receive upon exercise of the Warrants that number of shares of Common Stock equal to (A) the product of (i) the number of shares purchasable under this warrant by means of a cash exercise, or portion thereof being exercised, and (ii) the excess of the current market value (as defined below) per share over the warrant exercise price per share, divided by (B) the current market value, as defined below, of each share. Current market value of the Common Stock shall be determined as follows:
Cashless Exercise of Warrants. If the Merger is consummated, then immediately after the Effective Time of the Merger, (i) Scherer Healthcare shall tender the Current Warrants, the First AXX Xxxxants and the Second ABG Warrants to VSI or the Exchange Agent and shall deliver to VSI or the Exchange Agent any letter of transmittal reasonably requested by VSI and (ii) VSI shall, upon receipt of such tender, deliver or cause the Exchange Agent to deliver to Scherer Healthcare a check in an amount equal to the "Excess Amouxx" (xx defined herein) multiplied by the number of shares of Marquest Common Stock covered by the First ABG Warrants, Second ABG Warrants and Current Warrants so tendered. For purposes of this Agreement, the term "Excess Amount" shall mean the amount by which the "Purchase Price" (as such term is defined in the Merger Agreement) exceeds seventy-five cents ($.75). Thereafter, Scherer Healthcare shall have no rights with respect to the First XXX Xxrrants, Second ABG Warrants or Current Warrants other than to receive payment therefor in accordance with this Section 5.
Cashless Exercise of Warrants. (a) Notwithstanding the provisions of Section 3 above, if the Fair Market Value is greater than the Exercise Price (at the date of calculation, as set forth below), in lieu of exercising the Warrant as permitted in Section 2.1(b), the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrant (or the portion thereof being canceled) by surrender of the Warrant, together with the Subscription Form duly executed, to the Company at its office referred to in Section 2(b) hereof, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = WCS x (FMV - EP) FMV Where:
Cashless Exercise of Warrants. (a) Prior to the Expiration Date and (i) at any time during which the Common Shares are quoted on the NASDAQ System (as defined below) or are listed or admitted for trading on any national securities exchange or (ii) after the occurrence of a Public Merger (as defined in the Stockholders Agreement), the Warrant Holder may exercise all or a portion of this Warrant through a cashless exercise thereof (each, a "CASHLESS EXERCISE") in accordance with the
Cashless Exercise of Warrants. The Warrants will only be exercisable by means of a “cashless exercise” whereby at any time prior to the Expiry Date, the Registered Warrantholder shall be entitled to receive (following the due exercise of Warrants pursuant to Section 3.2) a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(X) (A-B)] by (A), where:
