Common use of Exercise of the Warrant Clause in Contracts

Exercise of the Warrant. Subject to the terms and conditions herein set forth, Rip Xxxxxxxx xxx Associates, Inc. (the "PURCHASER"), or a permitted holder hereof, shall be entitled to purchase from RiboGene, Inc., a California corporation (the "COMPANY"), at any time and from time to time after the date hereof but on or before the earlier to occur of (A) the date that is five (5) years from the date hereof, (B) the closing of the Company's sale of all or substantially all of its assets or the acquisition of the Company by another entity by means of merger or other transaction as a result of which all shareholders of the Company immediately prior to such acquisition in the aggregate possess a minority of the voting power of the acquiring entity immediately following such acquisition (the "ACQUISITION") to the extent that the acquiror in such transaction requires, as a condition of such Acquisition, the exercise or termination of all or part of this Warrant on or before the closing of such Acquisition, which requirement shall be set forth in a writing signed by the acquiror and delivered to the holder hereof, or (C) the date of the closing of the Company's first underwritten public offering of securities at an aggregate offering price of not less than 7,500,000 and a price per share of at least $5.00, as presently constituted (the "INITIAL PUBLIC OFFERING") to the extent that the managing underwriter(s) in such transaction requires, as a condition of such underwriting, the exercise or termination of all or part of this Warrant on or before the closing of such Initial Public Offering, which requirement shall be set forth in a writing signed by the underwriter and delivered to the holder hereof, up to 13,000 shares (which number of shares is subject to adjustment as described below) of fully paid and nonassessable Common Stock of the Company (the "SHARES") upon surrender hereof at the principal office of the Company, and upon payment of the purchase price for such shares (the "PURCHASE PRICE"), determined as the product of the number of shares of Common Stock acquired upon exercise hereof and the Warrant Price (as defined below), at said office in cash, by check, by wire transfer or by cancellation of indebtedness, or upon a net exercise of this Warrant as provided in Sections 7 or 8 below. The Company shall give notice to 2 the Purchaser of the Initial Public Offering or Acquisition at least thirty (30) days prior to the effective date thereof.

Exercise of the Warrant. Subject to the terms and conditions herein set forth, Rip Xxxxxxxx xxx Associates, Inc. (the "PURCHASER"), or a permitted holder hereof, shall The rights represented by this Warrant may be entitled to purchase from RiboGene, Inc., a California corporation (the "COMPANY"), exercised at any time and from time to time after the date hereof but on or before the earlier to occur of 5:00 p.m., New York time, on June 30, 2001, in whole or in part, by (Ai) the date that is five (5) years from the date hereof, (B) the closing of the Company's sale of all or substantially all of its assets or the acquisition of the Company by another entity by means of merger or other transaction as a result of which all shareholders of the Company immediately prior to such acquisition in the aggregate possess a minority of the voting power of the acquiring entity immediately following such acquisition (the "ACQUISITION") to the extent that the acquiror in such transaction requires, as a condition of such Acquisition, the exercise or termination of all or part surrender of this Warrant on or before (with the closing purchase form at the end of such Acquisition, which requirement shall be set forth in a writing signed by hereof properly executed) at the acquiror and delivered to the holder hereof, or (C) the date of the closing of the Company's first underwritten public offering of securities at an aggregate offering price of not less than 7,500,000 and a price per share of at least $5.00, as presently constituted (the "INITIAL PUBLIC OFFERING") to the extent that the managing underwriter(s) in such transaction requires, as a condition of such underwriting, the exercise or termination of all or part of this Warrant on or before the closing of such Initial Public Offering, which requirement shall be set forth in a writing signed by the underwriter and delivered to the holder hereof, up to 13,000 shares (which number of shares is subject to adjustment as described below) of fully paid and nonassessable Common Stock principal executive office of the Company (or such other office or agency of the "SHARES") upon surrender hereof Company as it may designate by notice in writing to the Holder at the principal office address of the Holder appearing on the books of the Company, and upon ); (ii) payment to the Company of the purchase price Warrant Price then in effect for such shares (the "PURCHASE PRICE"), determined as the product of the number of shares of Common Stock acquired upon exercise hereof specified in the above-mentioned purchase form together with applicable stock transfer taxes, if any; and (iii) delivery to the Warrant Price Company of a duly executed agreement signed by the person(s) designated in the purchase form to the effect that such person(s) agree(s) to be bound by the provisions of Paragraph 5 and subparagraphs (as defined belowb), at said office (c) and (d) of Paragraph 6 hereof. This Warrant shall be deemed to have been exercised, in cashwhole or in part to the extent specified, by check, by wire transfer or by cancellation of indebtedness, or upon a net exercise of this Warrant as provided in Sections 7 or 8 below. The Company shall give notice to 2 the Purchaser of the Initial Public Offering or Acquisition at least thirty (30) days immediately prior to the effective close of business on the date thereofthis Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Paragraph 1, and the person or persons in whose name or names the certificates for the Securities shall be issuable upon such exercise shall become the Holder or Holders of record of such Common Stock at that time and date. The Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten (10) business days, after the rights represented by this Warrant shall have been so exercised.

Exercise of the Warrant. Subject The Warrant may be exercised upon surrender to the terms Company, at its principal office, of the Warrant, together with the Subscription Form completed and conditions herein set forthsigned, Rip Xxxxxxxx xxx Associatesand upon payment to the Company of the Exercise Price (as defined in and determined in accordance with the provisions of Sections 2(e) and 6 hereof) for the number of Warrant Shares in respect of which such Warrant is then being exercised (such surrender of Warrant, Inc. (delivery of the "PURCHASER"Subscription Form and payment of the Exercise Price hereinafter called the “Exercise of the Warrant”). Upon partial exercise, or a permitted holder hereof, new Warrant for the unexercised Warrant Shares shall be entitled delivered by the Company to purchase from RiboGene, Inc., a California corporation (the "COMPANY"), at any time and from time to time after the date hereof but on or before the earlier to occur of (A) the date that is Holder within five (5) years from Business Days. Subject to Section 2(f), payment of the date Exercise Price shall be by delivery of cash, or a certified or official bank check in the amount of such Exercise Price. Subject to Section 3 hereof, (B) the closing upon such surrender of a Warrant and payment of the Company's sale of all or substantially all of its assets or Exercise Price as aforesaid, the acquisition Company shall issue and cause to be delivered within five (5) Business Days to Holder or, upon the written order of the Company by another entity by means of merger or other transaction as a result of which all shareholders of the Company immediately prior to such acquisition in the aggregate possess a minority of the voting power of the acquiring entity immediately following such acquisition (the "ACQUISITION") to the extent that the acquiror Holder, in such transaction requiresname or names as Holder may designate, a certificate or certificates for the number of Warrant Shares so purchased upon the exercise of such Warrant, together with cash, as provided in Section 6(d) hereof in lieu of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a condition holder of record of such Acquisition, the exercise or termination Warrant Shares as of all or part of this Warrant on or before the closing of such Acquisition, which requirement shall be set forth in a writing signed by the acquiror and delivered to the holder hereof, or (C) the date of the closing Exercise of the Company's first underwritten public offering of securities at an aggregate offering price of not less than 7,500,000 and a price per share of at least $5.00, as presently constituted (the "INITIAL PUBLIC OFFERING") to the extent that the managing underwriter(s) in such transaction requires, as a condition of such underwriting, the exercise or termination of all or part of this Warrant on or before the closing of such Initial Public Offering, which requirement shall be set forth in a writing signed by the underwriter and delivered to the holder hereof, up to 13,000 shares (which number of shares is subject to adjustment as described below) of fully paid and nonassessable Common Stock of the Company (the "SHARES") upon surrender hereof at the principal office of the Company, and upon payment of the purchase price for such shares (the "PURCHASE PRICE"), determined as the product of the number of shares of Common Stock acquired upon exercise hereof and the Warrant Price (as defined below), at said office in cash, by check, by wire transfer or by cancellation of indebtedness, or upon a net exercise of this Warrant as provided in Sections 7 or 8 below. The Company shall give notice to 2 the Purchaser of the Initial Public Offering or Acquisition at least thirty (30) days prior to the effective date thereofWarrant.

Exercise of the Warrant. Subject The Warrant may be exercised upon surrender to the terms Company, at its principal office, of the Warrant, together with the Subscription Form completed and conditions herein set forthsigned, Rip Xxxxxxxx xxx Associatesand upon payment to the Company of the Exercise Price (as defined in and determined in accordance with the provisions of Sections 2(e), Inc. (f) and 6 hereof) for the number of Warrant Shares in respect of which such Warrant is then being exercised (such surrender of Warrant, delivery of the Subscription Form and payment of the Exercise Price hereinafter called the "PURCHASERExercise of the Warrant"). Upon partial exercise, or a permitted holder hereof, new Warrant for the unexercised Warrant Shares shall be entitled delivered by the Company to purchase from RiboGene, Inc., a California corporation (the "COMPANY"), at any time and from time to time after the date hereof but on or before the earlier to occur of (A) the date that is Holder within five (5) years from Business Days. Subject to Section 2(f), payment of the date Exercise Price shall be by delivery of cash, or a certified or official bank check in the amount of such Exercise Price. Subject to Section 3 hereof, (B) the closing upon such surrender of a Warrant and payment of the Company's sale of all or substantially all of its assets or Exercise Price as aforesaid, the acquisition Company shall issue and cause to be delivered within five (5) Business Days to Holder or, upon the written order of the Company by another entity by means of merger or other transaction as a result of which all shareholders of the Company immediately prior to such acquisition in the aggregate possess a minority of the voting power of the acquiring entity immediately following such acquisition (the "ACQUISITION") to the extent that the acquiror Holder, in such transaction requiresname or names as Holder may designate, a certificate or certificates for the number of Warrant Shares so purchased upon the exercise of such Warrant, together with cash, as provided in Section 6(d) hereof in lieu of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a condition holder of record of such Acquisition, the exercise or termination Warrant Shares as of all or part of this Warrant on or before the closing of such Acquisition, which requirement shall be set forth in a writing signed by the acquiror and delivered to the holder hereof, or (C) the date of the closing Exercise of the Company's first underwritten public offering of securities at an aggregate offering price of not less than 7,500,000 and a price per share of at least $5.00, as presently constituted (the "INITIAL PUBLIC OFFERING") to the extent that the managing underwriter(s) in such transaction requires, as a condition of such underwriting, the exercise or termination of all or part of this Warrant on or before the closing of such Initial Public Offering, which requirement shall be set forth in a writing signed by the underwriter and delivered to the holder hereof, up to 13,000 shares (which number of shares is subject to adjustment as described below) of fully paid and nonassessable Common Stock of the Company (the "SHARES") upon surrender hereof at the principal office of the Company, and upon payment of the purchase price for such shares (the "PURCHASE PRICE"), determined as the product of the number of shares of Common Stock acquired upon exercise hereof and the Warrant Price (as defined below), at said office in cash, by check, by wire transfer or by cancellation of indebtedness, or upon a net exercise of this Warrant as provided in Sections 7 or 8 below. The Company shall give notice to 2 the Purchaser of the Initial Public Offering or Acquisition at least thirty (30) days prior to the effective date thereofWarrant.

Exercise of the Warrant. Subject to the terms and conditions herein set forth, Rip Xxxxxxxx xxx AssociatesHyline Laboratories, Inc. Inc., a New York corporation (the "PURCHASERPurchaser"), or a permitted holder hereof, shall be entitled to purchase from RiboGene, Inc., a California corporation (the "COMPANYCompany"), at any time and from time to time after the date hereof but on or before the earlier to occur of (A) the date that is five (5) years from the date hereof, (B) the closing of the Company's sale of all or substantially all of its assets or the acquisition of the Company by another entity by means of merger or other transaction as a result of which all shareholders of the Company immediately prior to such acquisition in the aggregate possess a minority of the voting power of the acquiring entity immediately following such acquisition (the "ACQUISITIONAcquisition") to the extent that the acquiror in such transaction requires, as a condition of such Acquisition, the exercise or termination of all or part of this Warrant on or before the closing of such Acquisition, which requirement shall be set forth in a writing signed by the acquiror and delivered to the holder hereof, or (C) the date of the closing of the Company's first underwritten public offering of securities at an aggregate offering price of not less than $7,500,000 and a price per share of at least $5.00, as presently constituted (the "INITIAL PUBLIC OFFERINGInitial Public Offering") to the extent that the managing underwriter(s) in such transaction requires, as a condition of such underwriting, the exercise or termination of all or part of this Warrant on or before the closing of such Initial Public Offering, which requirement shall be set forth in a writing signed by the underwriter and delivered to the holder hereof, up to 13,000 1,300,000 shares (which number of shares is subject to adjustment as described below) of fully paid and nonassessable Common Stock of the Company (the "SHARESShares") upon surrender hereof at the principal office of the Company, and upon payment of the purchase price for such shares (the "PURCHASE PRICEPurchase Price"), determined as the product of the number of shares of Common Stock acquired upon exercise hereof and the Warrant Price (as defined below), at said office in cash, by check, by wire transfer or by cancellation of indebtedness, or upon a net exercise of this Warrant as provided in Sections 7 or 8 below. The Company shall give notice to 2 the Purchaser of the Initial Public Offering or Acquisition at least thirty (30) days prior to the effective date thereof.

Exercise of the Warrant. Subject to the terms and conditions herein set forth, Rip Xxxxxxxx xxx Associates, Inc. (the "PURCHASER"), or a permitted holder hereof, shall The rights represented by this Warrant may be entitled to purchase from RiboGene, Inc., a California corporation (the "COMPANY"), exercised at any time and from time to time after the date hereof but on or before the earlier to occur of 5:00 p.m., New York time, on March 31, 2008, in whole or in part, by (Ai) the date that is five (5) years from the date hereof, (B) the closing of the Company's sale of all or substantially all of its assets or the acquisition of the Company by another entity by means of merger or other transaction as a result of which all shareholders of the Company immediately prior to such acquisition in the aggregate possess a minority of the voting power of the acquiring entity immediately following such acquisition (the "ACQUISITION") to the extent that the acquiror in such transaction requires, as a condition of such Acquisition, the exercise or termination of all or part surrender of this Warrant on or before (with the closing of such Acquisition, which requirement shall be set forth in a writing signed by purchase form at the acquiror and delivered to end hereof properly executed) at the holder hereof, or (C) the date of the closing of the Company's first underwritten public offering of securities at an aggregate offering price of not less than 7,500,000 and a price per share of at least $5.00, as presently constituted (the "INITIAL PUBLIC OFFERING") to the extent that the managing underwriter(s) in such transaction requires, as a condition of such underwriting, the exercise or termination of all or part of this Warrant on or before the closing of such Initial Public Offering, which requirement shall be set forth in a writing signed by the underwriter and delivered to the holder hereof, up to 13,000 shares (which number of shares is subject to adjustment as described below) of fully paid and nonassessable Common Stock principal executive office of the Company (or such other office or agency of the "SHARES") upon surrender hereof Company as it may designate by notice in writing to the Holder at the principal office address of the Holder appearing on the books of the Company, and upon ); (ii) payment to the Company of the purchase price Warrant Price then in effect for such shares (the "PURCHASE PRICE"), determined as the product of the number of shares of Common Stock acquired upon exercise hereof specified in the above-mentioned purchase form together with applicable stock transfer taxes, if any; and (iii) delivery to the Company of a duly executed agreement signed by the person(s) designated in the purchase form to the effect that such person(s) agree(s) to be bound by the provisions of Paragraph 5 and subparagraph (b), (c) and (d) of Paragraph 6 hereof. This Warrant shall be deemed to have been exercised, in whole or in part to the extent specified, immediately prior to the close of business on the date this Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Paragraph 1, and the person or persons in whose name or names the certificates for the Common Stock shall be issuable upon such exercise shall become the Holder or Holders of record of such Common Stock at that time and date. The Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten (10) business days, after the rights represented by this Warrant Price (shall have been so exercised. If at any time this Warrant is exercised as defined below)to less than the total number of shares for which it may be exercised, at said office and this Warrant shall not have expired, the Company shall promptly issue to the Holder a new Warrant identical in cash, by check, by wire transfer or by cancellation of indebtedness, or upon a net exercise of form as to this Warrant as provided in Sections 7 or 8 below. The Company shall give notice to 2 the Purchaser of the Initial Public Offering or Acquisition at least thirty (30) days prior to the effective date thereofremaining shares hereunder.

Exercise of the Warrant. Subject to the terms and conditions herein set forth, Rip Xxxxxxxx xxx Associates, Inc. (the "PURCHASER"), or a permitted holder hereof, shall The rights represented by this Warrant may be entitled to purchase from RiboGene, Inc., a California corporation (the "COMPANY"), exercised at any time and from time to time after the date hereof but on or before the earlier to occur of 5:00 p.m., New York time, on June 30, 2002, in whole or in part, by (Ai) the date that is five (5) years from the date hereof, (B) the closing of the Company's sale of all or substantially all of its assets or the acquisition of the Company by another entity by means of merger or other transaction as a result of which all shareholders of the Company immediately prior to such acquisition in the aggregate possess a minority of the voting power of the acquiring entity immediately following such acquisition (the "ACQUISITION") to the extent that the acquiror in such transaction requires, as a condition of such Acquisition, the exercise or termination of all or part surrender of this Warrant on or before (with the closing of such Acquisition, which requirement shall be set forth in a writing signed by purchase form at the acquiror and delivered to end hereof properly executed) at the holder hereof, or (C) the date of the closing of the Company's first underwritten public offering of securities at an aggregate offering price of not less than 7,500,000 and a price per share of at least $5.00, as presently constituted (the "INITIAL PUBLIC OFFERING") to the extent that the managing underwriter(s) in such transaction requires, as a condition of such underwriting, the exercise or termination of all or part of this Warrant on or before the closing of such Initial Public Offering, which requirement shall be set forth in a writing signed by the underwriter and delivered to the holder hereof, up to 13,000 shares (which number of shares is subject to adjustment as described below) of fully paid and nonassessable Common Stock principal executive office of the Company (or such other office or agency of the "SHARES") upon surrender hereof Company as it may designate by notice in writing to the Holder at the principal office address of the Holder appearing on the books of the Company, and upon ); (ii) payment to the Company of the purchase price Warrant Price then in effect for such shares (the "PURCHASE PRICE"), determined as the product of the number of shares of Common Stock acquired upon exercise hereof specified in the above-mentioned purchase form together with applicable stock transfer taxes, if any; and (iii) delivery to the Company of a duly executed agreement signed by the person(s) designated in the purchase form to the effect that such person(s) agree(s) to be bound by the provisions of Paragraph 5 and subparagraph (b), (c) and (d) of Paragraph 6 hereof. This Warrant shall be deemed to have been exercised, in whole or in part to the extent specified, immediately prior to the close of business on the date this Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Paragraph 1, and the person or persons in whose name or names the certificates for the Common Stock shall be issuable upon such exercise shall become the Holder or Holders of record of such Common Stock at that time and date. The Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten (10) business days, after the rights represented by this Warrant Price (shall have been so exercised. If at any time this Warrant is exercised as defined below)to less than the total number of shares for which it may be exercised, at said office and this Warrant shall not have expired, the Company shall promptly issue to the Holder a new Warrant identical in cash, by check, by wire transfer or by cancellation of indebtedness, or upon a net exercise of form as to this Warrant as provided in Sections 7 or 8 below. The Company shall give notice to 2 the Purchaser of the Initial Public Offering or Acquisition at least thirty (30) days prior to the effective date thereofremaining shares hereunder.

Exercise of the Warrant. Subject to the terms and conditions herein set forth, Rip Xxxxxxxx xxx Associates, Inc. (the "PURCHASER"), or a permitted holder hereof, shall The rights represented by this Warrant may be entitled to purchase from RiboGene, Inc., a California corporation (the "COMPANY"), exercised at any time and from time to time after the date hereof but on or before the earlier to occur of 5:00 p.m., New York time, on December 31, 2005, in whole or in part, by (Ai) the date that is five (5) years from the date hereof, (B) the closing of the Company's sale of all or substantially all of its assets or the acquisition of the Company by another entity by means of merger or other transaction as a result of which all shareholders of the Company immediately prior to such acquisition in the aggregate possess a minority of the voting power of the acquiring entity immediately following such acquisition (the "ACQUISITION") to the extent that the acquiror in such transaction requires, as a condition of such Acquisition, the exercise or termination of all or part surrender of this Warrant on or before (with the closing of such Acquisition, which requirement shall be set forth in a writing signed by purchase form at the acquiror and delivered to end hereof properly executed) at the holder hereof, or (C) the date of the closing of the Company's first underwritten public offering of securities at an aggregate offering price of not less than 7,500,000 and a price per share of at least $5.00, as presently constituted (the "INITIAL PUBLIC OFFERING") to the extent that the managing underwriter(s) in such transaction requires, as a condition of such underwriting, the exercise or termination of all or part of this Warrant on or before the closing of such Initial Public Offering, which requirement shall be set forth in a writing signed by the underwriter and delivered to the holder hereof, up to 13,000 shares (which number of shares is subject to adjustment as described below) of fully paid and nonassessable Common Stock principal executive office of the Company (or such other office or agency of the "SHARES") upon surrender hereof Company as it may designate by notice in writing to the Holder at the principal office address of the Holder appearing on the books of the Company, and upon ); (ii) payment to the Company of the purchase price Warrant Price then in effect for such shares (the "PURCHASE PRICE"), determined as the product of the number of shares of Common Stock acquired upon exercise hereof specified in the above-mentioned purchase form together with applicable stock transfer taxes, if any; and (iii) delivery to the Company of a duly executed agreement signed by the person(s) designated in the purchase form to the effect that such person(s) agree(s) to be bound by the provisions of Paragraph 5 and subparagraph (b), (c) and (d) of Paragraph 6 hereof. This Warrant shall be deemed to have been exercised, in whole or in part to the extent specified, immediately prior to the close of business on the date this Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Paragraph 1, and the person or persons in whose name or names the certificates for the Common Stock shall be issuable upon such exercise shall become the Holder or Holders of record of such Common Stock at that time and date. The Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten (10) business days, after the rights represented by this Warrant Price (shall have been so exercised. If at any time this Warrant is exercised as defined below)to less than the total number of shares for which it may be exercised, at said office and this Warrant shall not have expired, the Company shall promptly issue to the Holder a new Warrant identical in cash, by check, by wire transfer or by cancellation of indebtedness, or upon a net exercise of form as to this Warrant as provided in Sections 7 or 8 below. The Company shall give notice to 2 the Purchaser of the Initial Public Offering or Acquisition at least thirty (30) days prior to the effective date thereofremaining shares hereunder.