Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Securities Agreement (SEALSQ Corp), Class C Ordinary Shares Purchase Warrant (SEALSQ Corp)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto hereto. Unless being exercised on a cashless basis in accordance with Section 2(c) below, within three (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization3) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price duebank. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Sorrento Therapeutics, Inc.), Common Stock Purchase Warrant (Soon-Shiong Patrick)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile (or .pdf other electronic method) copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of two (i2) two Trading Business Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading three (3) Business Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery of such notice. The Holder, Holder by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Security Agreement (Medite Cancer Diagnostics, Inc.), Security Agreement (Medite Cancer Diagnostics, Inc.)
Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised one time, in whole or in partminimum increments of 10,000 shares, at on any time or times on or after the Initial Exercise Date and business day on or before the Termination Date expiration date listed above by delivery presentation and surrender hereof to the Company (or such other Corporation at its principal office or agency of a written exercise request and the Exercise Price in lawful money of the Company as it may designate by notice United States of America in writing to the registered Holder at the address of the Holder appearing on the books of the Company) form of a duly executed facsimile wire transfer or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be requiredcheck, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect subject to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodcollection, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of Exercise by wire transfer or cashier’s check drawn on this Warrant, execute and deliver a United States bank unless new Warrant evidencing the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice rights of Exercise. In the event that the Holder is required hereof to make any payments to purchase the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure balance of the Company to pay Warrant Shares purchasable hereunder. Upon receipt by the transfer agentCorporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder may deduct shall be deemed to be the holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Corporation shall then be closed or that certificates representing such sums it pays Warrant Shares shall not then be actually delivered to the Holder. The Corporation shall pay any and all transfer agent from fees, documentary stamp or similar issue or transfer taxes payable in respect of the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender issue or delivery of the Warrant to, and receive a replacement Warrant from, Shares.
(b) At any time during the Companyperiod from issuance to expiration (the "Exercise Period"), the Holder shall not be required to physically surrender may, at its option, exchange this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullWarrant, in which casewhole or minimum increments of 10,000 shares (a "Warrant Exchange"), the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing into the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holderdetermined in accordance with this Section (1)(b), by acceptance of surrendering this Warrant, acknowledges and agrees that, by reason Warrant at the principal office of the provisions of this paragraphCompany, following the purchase of accompanied by a portion of the Warrant Shares hereunderwritten notice stating such Holder's intent to effect such exchange, the number of Warrant Shares available for purchase hereunder at any given time 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 the Notice of Exchange is received by the Company or such later date as may be specified in the Notice of Exchange (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 ten (10) 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 Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less than (ii) the amount stated on number of Warrant Shares equal to the face hereofquotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock. Current market value shall be the average closing trading price for the 5 trading day period prior to the Exchange Date.
Appears in 2 contracts
Sources: Stock Purchase Warrant (Valuestar Corp), Stock Purchase Warrant (American Technology Corp /De/)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Issue Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”)hereto. No ink-original Notice of Exercise shall be requiredExcept for cashless exercises pursuant to Section 1(c) below, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following on the date of exercise as aforesaid or (ii) the Standard Settlement Periodexercise, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueor Canadian chartered bank. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall is not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, case the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall will have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Synergy CHC Corp.), Warrant Agreement (Synergy Strips Corp.)
Exercise. (a) Exercise This Warrant may not be exercised prior to the date it is vested or after the expiration of the purchase its term. The rights represented by this Warrant may be madeexercised by the registered holder, in whole or in partpart (but not to as to a fractional share of common stock), by the surrender of this Warrant at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other principal office or agency of the Company as it may designate by notice in writing on the intended date of the exercise, together with a duly completed form of exercise and a check for the purchase price for the number of Shares being purchased. As a condition to the registered Holder at issuance by the address Company of the Holder appearing on Shares pursuant to this Warrant, the books holder, if requested by the Company, shall provide a letter in which the holder (a) represents that the Shares are being acquired for investment and not resale and makes such other representations as may be necessary or appropriate to qualify the issuance of the CompanyShares as exempt from the Securities Act of 1933 and any other applicable securities laws, and (b) of a duly executed facsimile or .pdf electronic copy represents that the holder shall not dispose of the Notice shares in violation of Exercise Form annexed hereto (the “Notice Securities Act of Exercise”)1933 or any other applicable securities laws. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect The Company reserves the right to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn place a legend on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments all stock certificates issued pursuant to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting to assure compliance with the foregoing. The holder is aware that the Company is relying, and presently intends to continue relying, upon exemptions from any failure the securities registration requirements of federal and state securities laws in the issuance of this Warrant and in the issuance of the Company to pay the transfer agentShares. If, when this Warrant is exercised, appropriate exemptions from registration are not available under federal and state securities laws, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder exercise shall not be required to physically surrender this Warrant consummated on the intended date of exercise specified in the holder's written notice of exercise and no Shares shall be issued to the Company holder unless and until such exemptions are available. The holder agrees to execute such documents and make such representations, warranties and agreements as may be required in order to comply with the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to exemption(s) relied upon by the Company for cancellation within five Trading Days the issuance of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofShares.
Appears in 2 contracts
Sources: Warrant Agreement (Mortgage Com Inc), Common Stock Warrant (Mortgage Com Inc)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before close of business on the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) Warrant Agent of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form in the form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i)) following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company’s stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company Warrant Agent until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company Warrant Agent for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant Agent. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery receipt of such noticenotice from the Warrant Agent. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (PeerStream, Inc.), Warrant Agent Agreement (PeerStream, Inc.)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of two (i2) two Trading Days following the date of exercise as aforesaid or aforesaid, (iii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In Exercise and (ii) only if there is an effective registration statement registering, and current prospectus available for, the event that resale of the Warrant Shares by the Holder is required to make any payments to on file with the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure Commission within ninety (90) days of the Company to pay the transfer agentInitial Issuance Date, the Holder may deduct such sums it pays shall deliver the transfer agent from the total aggregate Exercise Price duefor the shares specified in the applicable Notice of Exercise, by wire transfer or cashier’s check drawn on a United States bank. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Security Agreement (Towerstream Corp), Security Agreement (Towerstream Corp)
Exercise. (a) Exercise At all times prior to the Expiration Date (as defined below) and following the approval of this Warrant and the Holder’s exercise hereof by the holders of at least a majority of the purchase rights represented by outstanding shares of Common Stock (the “Stockholder Approval”), the Holder may (in its sole discretion) exercise this Warrant may be madefor all or any part of the Warrant Shares purchasable hereunder (the date on which this Warrant or any portion thereof is exercised, in whole or in partan “Exercise Date”). This Warrant, at any time or times on or after to the Initial Exercise Date and extent not exercised on or before the Termination Date Expiration Date, shall become void, and all rights hereunder shall cease.
(b) This Warrant may be exercised by delivery (i) surrendering this Warrant (or, if lost or destroyed, a customary affidavit and indemnity in lieu thereof) to the Company at its then principal executive offices, together with an Exercise Notice in the form attached hereto as Exhibit A (or such other office or agency each, an “Exercise Notice”), duly completed (including specifying the number of Warrant Shares to be purchased) and executed; and (ii) payment to the Company of the Company as it may designate by notice in writing Exercise Price per Warrant Share to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto be issued (the “Notice of ExerciseAggregate Exercise Price”). No ink-.
(c) The Holder shall not be required to deliver the original Notice of Exercise shall be requiredWarrant in order to effect an exercise hereunder, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) of or with respect to any Exercise Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure Execution and delivery of the Company Exercise Notice with respect to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased less than all of the Warrant Shares available hereunder and shall have the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for same effect as cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this original Warrant resulting in purchases and issuance of a portion of new Warrant evidencing the total right to purchase the remaining number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofShares.
Appears in 2 contracts
Sources: Warrant Agreement (Better Choice Co Inc.), Warrant Agreement (Better Choice Co Inc.)
Exercise. (a) Exercise of the purchase rights represented by this This Warrant may shall be madeexercisable, in whole or in part, during the period commencing on October 25, 2025 and ending at any 5:00 p.m. New York City time on the five (5) year anniversary of the Issue Date (the “Exercise Period”). This Warrant may be exercised, in whole or times on or after the Initial Exercise Date and on or before the Termination Date in part, by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of one (i1) two Trading Days Day following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c2(b) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company’s stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one two (2) Trading Day Days of delivery receipt of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Warrant Agreement (Twin Hospitality Group Inc.), Warrant Agreement (Twin Hospitality Group Inc.)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form in the form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of (i) two three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company’s stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Security Agreement (BioAmber Inc.), Common Stock Purchase Warrant (BioAmber Inc.)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form in the form annexed hereto and, within three (3) Trading Days of the “date said Notice of Exercise”)Exercise is delivered to the Company, payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise form be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Common Share Purchase Warrant (InspireMD, Inc.), Common Share Purchase Warrant (InspireMD, Inc.)
Exercise. (a) Exercise The Option shall be exercisable in full three years after the Grant Date. On each anniversary of the Grant Date, the Holder may purchase rights represented by this Warrant a cumulative installment of one third of the Option Shares, so that from and after the third anniversary of the Grant Date the Holder may purchase all of the Option Shares. The Option may be made, exercised in whole or in part, at any time or times on or after the Initial Exercise Date and option of Holder, on or before the Termination Expiration Date (hereinafter defined) by delivery delivering to the Company written notice of Holder's exercise (or such other office or agency "Exercise Notice") stating the amount of Option Shares to be purchased thereby, accompanied by a check ("Check") made payable to the order of the Company for the aggregate sum due for the Option Shares then being purchased. As soon as it may designate by notice practicable thereafter, and in writing to the registered Holder at the address of the Holder appearing on the books any event within ten (10) business days of the Company) of a duly executed facsimile or .pdf electronic copy 's receipt of the Exercise Notice of and a Check, the Company shall issue and deliver to Holder a certificate representing the Option Shares being purchased pursuant to such Exercise Form annexed hereto (Notice. Each such certificate shall bear the “Notice of Exercise”)legend or legends required by applicable securities laws as well as such other legends the Company requires to be included on certificates for its Common Stock. No ink-original Notice of Exercise Such certificate or certificates shall be required, nor deemed to have been issued and Holder or any other persons so designated to be named therein shall any medallion guarantee (or other type be deemed for all purposes to have become a holder of guarantee or notarization) record of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise such shares as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Exercise Notice of Exercise is delivered to the Company. Partial exercises In the case of this Warrant resulting in purchases of a portion an exercise for less than all of the total number of Warrant Option Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal permitted to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares be purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder Holder shall reserve the right to exercise the Option at any given time may be less than and from time to time prior to the amount stated on Expiration Date for the face hereofremainder of the Option Shares.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (Complete Business Solutions Inc), Nonqualified Stock Option Agreement (Complete Business Solutions Inc)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form annexed hereto (in the “form attached as Exhibit A hereto. At the time of delivery to the Company of the Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercisebank. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)Except as otherwise provided herein, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall physically surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day two (2) Business Days of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Interpace Diagnostics Group, Inc.), Common Stock Purchase Warrant (Interpace Diagnostics Group, Inc.)
Exercise. The Option Holder (or in the case of the death of the Option Holder, the designated legal representative or heir of the Option Holder) may exercise the NQSOs during the Exercise Period by giving written notice to the [_________________] [include appropriate officer] in the form required by the Committee (“Exercise Notice”). The Exercise Notice must specify the number of Shares to be purchased, which shall be at least 100 unless fewer shares remain unexercised. The exercise date is the date the Exercise Notice is received by the Corporation. The Exercise Period commences on the Vesting Date and expires at 5:00 p.m., EST, on the date 10 years after the Grant Date, such later time and date being hereinafter referred to as the “Expiration Date,” subject to earlier expiration in the event of a termination of Service as provided in Section 6. Any NQSOs not exercised as of the close of business on the last day of the Exercise Period shall be cancelled without consideration at that time. The Exercise Notice shall be accompanied by payment in full of the Exercise Price for the Shares being purchased. Payment shall be made: (a) Exercise in cash, which may be in the form of a check, money order, cashier's check or certified check, payable to the Corporation, or (b) by delivering Shares of the purchase rights represented Corporation already owned by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Option Holder at the address of the Holder appearing having a Fair Market Value on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect exercise date equal to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price to be paid, or (c) by instructing the Corporation to withhold Shares otherwise issuable upon the exercise having an aggregate Fair Market Value on the exercise date equal to the aggregate Exercise Price to be paid or (d) by a combination thereof. Payment for the Warrant Shares specified in being purchased upon exercise of the applicable Option may also be made by delivering a properly executed Exercise Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection Corporation, together with its exercise a copy of this Warrant resulting from any failure irrevocable instructions to a broker to deliver promptly to the Corporation the amount of the Company sale or loan proceeds to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total aggregate Exercise Price due. Notwithstanding anything herein to the contrary and applicable tax withholding amounts (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Companyif any), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, event the Holder Shares acquired shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is be delivered to the Company. Partial exercises broker promptly following receipt of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofpayment.
Appears in 2 contracts
Sources: Incentive Stock Option Award Agreement (Mid-Southern Bancorp, Inc.), Non Qualified Stock Option Award Agreement (Mid-Southern Bancorp, Inc.)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, Holder by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Tuatara Capital Acquisition Corp), Security Agreement (SpringBig Holdings, Inc.)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of one (i1) two Trading Days Day following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In Notwithstanding the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of foregoing, this Warrant resulting from may only be exercised for a whole number of Warrant ADSs by a Holder. No fractional ADSs will be issued. No ink-original Notice of Exercise shall be required, nor shall any failure medallion guarantee (or other type of the Company to pay the transfer agentguarantee or notarization) of any Notice of Exercise form be required. No later than one (1) Trading Day following delivery of Notice of Exercise, the Holder may deduct such sums it pays (or by institutions that have accounts with DTC acting on behalf of a Holder in accordance with DTC procedures) shall deliver to the transfer agent from Company the total Exercise Price duefor each Warrant to be exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: Alaska Range Resources LLC 1▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇-▇▇▇ P▇▇▇▇▇, AK 99645-6929 Northrim Bank ACH Routing # 12500934 Account # 3103928099 Any person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant ADSs shall make delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares ADSs available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares ADSs available hereunder shall have the effect of lowering the outstanding number of Warrant Shares ADSs purchasable hereunder in an amount equal to the applicable number of Warrant Shares ADSs purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares ADSs purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares ADSs hereunder, the number of Warrant Shares ADSs available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Underwriting Agreement (Nova Minerals LTD), Underwriting Agreement (Nova Minerals LTD)
Exercise. (a) 2.1. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of three (i3) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day two (2) Business Days of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Underwriting Agreement (Meridian Waste Solutions, Inc.), Warrant Agreement (Meridian Waste Solutions, Inc.)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form in the form annexed hereto hereto; provided, however, that, if upon the Termination Date, the Holder’s exercise in full of this Warrant would cause the Holder’s beneficial ownership of the Common Stock to exceed the Beneficial Ownership Limitation (as defined below), the “Notice term of Exercise”). No ink-original Notice of Exercise this Warrant shall be requiredautomatically extended until, nor and this Warrant shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredautomatically exercised on, the date that is the 90th day following the date on which this Warrant may be exercised in full without the Holder exceeding the Beneficial Ownership Limitation. Within the earlier of (i) two three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company’s stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Warrant Agreement (Interpace Diagnostics Group, Inc.), Warrant Agreement (Interpace Diagnostics Group, Inc.)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form form annexed hereto hereto. Within three (3) trading days following the “Notice of Exercise”). No ink-original date the Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodis delivered, the Holder shall deliver pay to the Company the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases; provided that the records of the Company, absent manifest error, will be conclusive with respect to the number of Warrant Shares purchasable from time to time hereunder. The Company shall deliver any objection to any Notice of Exercise Form form within one Trading Day two (2) business days of delivery receipt of such notice. Notwithstanding the foregoing, but subject to Holder’s rights under Section 2(c) below, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of this Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Warrant Shares is then effective and a prospectus relating thereto is current. This Warrant shall not be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise of this Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the Holder. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Warrant Agreement (CONTRAFECT Corp), Warrant Agreement (CONTRAFECT Corp)
Exercise. (a) Exercise of the purchase rights represented by this Warrant The Warrants may be madeexercised by the Warrant Holder, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of delivering the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be requiredpurchase form, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise attached as aforesaid or (ii) the Standard Settlement PeriodEXHIBIT A hereto, the Holder shall deliver the aggregate Exercise Price for duly executed by the Warrant Holder to the Company at its principal office, or at such other office as the Company may designate, accompanied by payment, in cash or by wire transfer or check payable to the order of the Company, of the amount obtained by multiplying the number of Shares specified designated in the applicable Notice of Exercise by wire transfer the Exercise Price (the "Purchase Price"). The Purchase Price may also be paid, in whole or cashier’s check drawn on in part, by delivery of such purchase form and of shares of Common Stock owned by the Warrant Holder having a United States bank unless the cashless exercise procedure specified Fair Market Value (as defined in Section 2(c2.3 hereof) below is specified on the last trading day ending the day immediately preceding the Exercise Date (as defined below) equal to the portion of the Purchase Price being paid in the applicable Notice of Exercisesuch shares. In addition, the event that the Holder is required Warrants may be exercised, pursuant to make any payments a cashless exercise, except as set forth in Section 3.3(4) below, by providing irrevocable instructions to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure , through delivery of the Company aforesaid purchase form with an appropriate reference to pay this Section 2.1 to issue the transfer agentnumber of shares of the Common Stock equal to the product of (a) the number of shares as to which the Warrants are being exercised multiplied by (b) a fraction, the Holder may deduct such sums it pays numerator of which is the transfer agent from Fair Market Value of a share of the total Common Stock on the last business day preceding the Exercise Date less the Exercise Price duetherefore and the denominator of which is such Fair Market Value. Notwithstanding anything herein to For purposes hereof, "Exercise Date" shall mean the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be date on which all deliveries required to physically surrender this Warrant be made to the Company until the Holder has purchased all upon exercise of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender Warrants pursuant to this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder Section 2.1 shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofbeen made.
Appears in 1 contract
Sources: Warrant Agreement (Kimberlin Kevin)
Exercise. Prior to the exercise of all or any part of this Warrant, -------- Holder shall give thirty (a30) Exercise days prior written notice ("Holder Notice") of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery his intent to exercise to the Company (at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other office or agency of address as the Company as it may shall designate by in a written notice in writing to the registered Holder at hereof. Within five (5) days after receipt of such notice, the address Company shall deliver to Holder: any Prospectus used by the Company during the year in which the Holder Notice is received, together with all supplemental information required to insure that such prospectus does not omit to state or misstate a material fact; its Annual Reports on Form 10-K, if any, for the Company's most recently completed fiscal year; all Quarterly Reports on Form 10- Q, if any, filed by the Company during its current fiscal year; and all Current Reports on Form 8-K, if any, filed by the Company during its current fiscal year. Holder shall have until the thirtieth (30th) day from the date of the Holder appearing Notice to rescind such notice. If Holder does not elect to rescind the Holder Notice, then on the books of the Companyor within five (5) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto days after such thirtieth (30th) day, Holder shall deliver to Company (the “Notice of Exercise”). No ink-original Notice of "Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of Delivery"): (i) two Trading Days following the date of exercise as aforesaid or this Warrant, (ii) a signed statement indicating the Standard Settlement Periodnumber of Shares to be purchased, and (iii) either (A) a certified check in the Holder shall deliver amount of the aggregate Exercise Price for the Warrant Shares specified or (B) that certain promissory note dated of even date herewith in the applicable Notice original principal amount of Exercise by wire transfer or cashier’s check drawn on __________________ between the Company and Holder, along with a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of signed statement directing the Company to pay cancel that portion of such promissory note which is equal to the transfer agentExercise Price. Upon receipt of the Exercise Delivery, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant toCompany shall as promptly as practicable, and receive a replacement Warrant fromin any event within fifteen (15) days thereafter, the Company)execute and deliver, the Holder shall not or cause to be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder executed and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of Holder a portion of certificate or certificates for the total number of whole Shares for which this Warrant Shares available hereunder shall have is being exercised. If this Warrant is exercised with respect to less than all of the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and Shares, (i) the Company shall maintain records showing issue a new warrant for the number of remaining shares covered by this Warrant Shares purchased and (ii) if the date of such purchases. The Promissory Note is used to fund the Exercise Price, the Company shall deliver any objection issue a replacement promissory note with an appropriate adjustment to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofprincipal amount.
Appears in 1 contract
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed in the form attached hereto as Schedule A and within three (3) trading days of the “Notice of Exercise”). No ink-original date said Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within is received by the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement PeriodCompany, the Company shall have received from the Holder shall deliver payment of the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise thereby purchased by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price duebank. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days three (3) trading days of the date the final Notice of Exercise is delivered to received by the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. In the event of any dispute or discrepancy, the records of the Company shall be controlling. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day three (3) business days of delivery receipt of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Immune Pharmaceuticals Inc)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Issuance Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form in the form annexed hereto hereto. Within [***] following the date on which the Holder delivers a Notice of Exercise to the Company, the Holder shall deliver to the Company an amount equal to the product of (x) the “Exercise Price multiplied by (y) the number of Warrant Shares specified in the applicable Notice of Exercise for such Warrant Shares by wire transfer to the account specified by the Company unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise form be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the this Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five [***] Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day [***] of delivery receipt of such notice. The HolderHolder and any assignee, by its acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Akebia Therapeutics, Inc.)
Exercise. (a) As of the Initial Exercise Date, a total of 278,000 shares of Common Stock may be purchased, subject to adjustment, and if the Subsequent Purchase, as defined in the Purchase Agreement, occurs, the remaining 172,000 shares of Common Stock may be purchased, subject to adjustment. Subject to the prior sentence of this Section 2(a), exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredForm” annexed hereto. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company and its Transfer Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, Holder by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of (i) two three Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Business Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Security Agreement
Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at any time the principal office of the Company, or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or at such other office or agency of as the Company as it may designate designate, accompanied by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised payment in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days lawful money of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion United States, of the total number Purchase Price payable in respect of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased upon such exercise.
(b) If (i) on any date the closing price of the Common Stock, as quoted on the Over-the-Counter Bullet Board or the principal exchange on which the Common Stock is listed, for 22 consecutive trading days equals at least $3.00 (subject to adjustment in the event of any subdivision, combination or reclassification affecting the Common Stock) (the “Hurdle Date”) and (ii) the date of Company has registered on an effective registration statement filed with the Securities and Exchange Commission the Warrant Shares for resale and such purchasesregistration statement remains effective on the Hurdle Date, then the Company shall have the right, at its option and upon 15 days written notice to the Registered Holder, to terminate this Warrant; provided that (i) the Registered Holder shall have the right to exercise this Warrant at any time prior to such termination pursuant to Section 1(a). Upon such termination, the Registered Holder shall have no further rights hereunder. The Company Registered Holder shall deliver any objection have the right to any Notice exercise the Warrant until the termination of Exercise Form within one Trading Day of delivery of the 15-day notice period, provided that such notice. The Holder, by acceptance 15-day notice period terminates prior to the expiration of this Warrant, acknowledges and agrees that, by reason of the provisions .
(c) Each exercise of this paragraphWarrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, following the purchase person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of a portion record of the Warrant Shares hereunderrepresented by such certificates.
(d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares available equal (without giving effect to any adjustment therein) to the number of such shares called for purchase hereunder at any given time may be less than the amount stated on the face hereofof this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.
(B) The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, (1) to the extent that after giving effect to such exercise, such Person (together with such Person’s affiliates) would beneficially own in excess of 4.99% if prior to the exercise the Holder owns less that 4.99% of the issued and outstanding Common Stock of the Company or (2) to the extent that after giving effect to such exercise, such Person (together with such Person’s affiliates) would beneficially own in excess of 9.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise, if prior to the exercise the Holder owns more that 4.99% but less than 9.99% of the issued and outstanding Common Stock of the Company (either cap to be referred to as the “Maximum Percentage”). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder.]1
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Sontra Medical Corp)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form in the form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two one (1) Trading Days following the date of exercise as aforesaid or Day and (ii) the number of Trading Days comprising the Standard Settlement Period, Period (as defined in Section 2(d)(i) herein) following the date the Holder delivers the Notice of Exercise the Holder shall deliver to the Company the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company’s stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price duebe required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchasedpurchased in connection with such partial exercise. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Exercise. (a) Exercise The Option shall be exercisable in full on and after one year from the date of grant, so that from and after October 27, 1996 the Holder may purchase all of the Option Shares. If the Company files a registration statement under the Securities Act of 1933 for an initial public offering of its Common Stock Holder may purchase rights represented by this Warrant all of the Option Shares at such time or any time thereafter. The Option may be made, exercised in whole or in part, at any time or times on or after the Initial Exercise Date and option of Holder, on or before the Termination Expiration Date (hereinafter defined) by delivery delivering to the Company written notice of Holder's exercise (or such other office or agency "Exercise Notice") stating the amount of Option Shares to be purchased thereby, accompanied by either (i) a check ("Check") made payable to the order of the Company as it may designate by notice in writing to for the registered Holder at aggregate sum due for the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be requiredOption Shares then being purchased, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant notice to the Company until that Holder elects to borrow the Holder has purchased all funds for such purchase in accordance with Paragraph 5 below ("Loan Notice"). As soon as practicable thereafter, and in any event within ten (10) business days of the Warrant Shares available hereunder Company's receipt of the Exercise Notice and the Warrant has been exercised in full, in which caseeither a Check or a Loan Notice, the Company shall issue and deliver to Holder a certificate representing the Option Shares being purchased pursuant to such Exercise Notice. Each such certificate shall surrender this Warrant to bear the legend or legends required by applicable securities laws as well as such other legends the Company requires to be included on certificates for cancellation within five Trading Days its Common Stock. Such certificate or certificates shall be deemed to have been issued and Holder or any other persons so designated to be named therein shall be deemed for all purposes to have become a holder of record of such shares as of the date the final Exercise Notice of Exercise or Loan Notice is delivered to the Company. Partial exercises In the case of this Warrant resulting in purchases of a portion an exercise for less than all of the total number of Warrant Option Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal permitted to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares be purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder Holder shall reserve the right to exercise the Option at any given time may be less than and from time to time prior to the amount stated on Expiration Date for the face hereofremainder of the Option Shares.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (Complete Business Solutions Inc)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of two (i2) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days after delivery of the date Warrant Shares issuable pursuant to the final Notice of Exercise is delivered to the CompanyExercise. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Security Agreement (PishPosh, Inc.)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date date (the “IPO Date”) that the Company completes its first initial public offering of shares in the United States resulting in any class of the Company’s shares being listed for trading on any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE American (the “IPO”) and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredattached hereto. Within the earlier of two (i2) two Trading Days (as defined below) following the date of exercise as aforesaid or (ii) the Standard Settlement Periodexercise, the Holder shall deliver the aggregate Exercise Price (if the exercise is pursuant to Section 2(b)) for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one two (2) Trading Day Days of delivery of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. For purposes herein, the term “Trading Day” means any day that Company Shares are listed for trading or quotation on any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE American.
Appears in 1 contract
Sources: Security Agreement (Zerospo)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form in the form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of (i) two three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company’s stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Superconductor Technologies Inc)
Exercise. The Company agrees to register, at its sole expense, the shares of Common Stock underlying the Warrants at the same time it registers any of its securities under the Securities Act of 1933, as amended (a) Exercise the "Registration Statement"). Subject to the provisions of Section 8, the purchase rights represented by this Warrant Warrants may be made, exercised at a price of $4.00 per share of Common Stock (the "Exercise Price") in whole or in part, part at any time or times during the period commencing on or after the effective date of the Registration Statement (the "Initial Exercise Date Date") and terminating on or before a date (the Termination Date by delivery "Expiration Date") four years after such Initial Exercise Date. A Warrant shall be deemed to have been exercised immediately prior to the Company close of business on the date (or such other office or agency the "Exercise Date") of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of surrender for exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder Certificate. The exercise form shall be executed by the Registered Holder or his attorney duly authorized in writing and will be delivered together with payment to the Warrant has been exercised in fullAgent at its corporate offices (the "Corporate Office"), in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchasesWarrant Shares as of the close of business on the Exercise Date. in addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares, set forth in Section 4, have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price payment to the exercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall deliver not be obligated to issue any objection to fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Notice Warrant or scrip or cash therefore and such fractional shares shall be of Exercise Form within no value whatsoever, if more than one Trading Day of delivery of such notice. The Warrant shall be exercised at one time by the same Registered Holder, by acceptance the number of this Warrant, acknowledges and agrees that, by reason full Shares which shall be issuable on exercise thereof shall be computed on the basis of the provisions aggregate number of this paragraphfull shares issuable on such exercise. Within thirty days after the Exercise Date and, following in any event, prior to the purchase of pertinent Expiration Date, pursuant to a portion of Stock Transfer Agreement between the Company and Warrant Agent, the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares available for purchase hereunder deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, including delivery of exercised Warrant Share certificates to the shareholder, will be billed monthly to the Company. A detailed accounting statement relating to the number of Warrants exercised and the net amount of exercised funds rernitted will be given to the Company with the payment of each exercise amount. The Company may deem and treat the Registered Holder of the Warrants at any given time may as the absolute owner thereof for all purposes, and the Company shall not be less than affected by any notice to the amount stated contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the face hereofCommon Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determinations of holders of Common Stock entitled to such dividend or other right.
Appears in 1 contract
Sources: Warrant Agreement (Whitney Information Network Inc)
Exercise. The Option shall not be exercisable by Participant until immediately before the occurrence of a Liquidity Event. For purposes of this Agreement, “Liquidity Event” means (a) Exercise the first firm commitment, underwritten public offering of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery Units to the general public under the Securities Act of 1933, as amended, completed by the Company and resulting in the Units being listed on the New York Stock Exchange or American Stock Exchange or being quoted on NASDAQ or the OTC Bulletin Board (or such other office or agency an “IPO”); (b) the existing members of the Company as it may designate by notice in writing the aggregate cease to the registered Holder at the address own 50% of the Holder appearing on the books Units owned by them as of the Companydate hereof on a fully diluted basis (a “Sale of Units”); or (c) the sale of a duly executed facsimile all or .pdf electronic copy substantially all of the Notice assets of Exercise Form annexed hereto the Company to a bona fide third party (the an “Notice of ExerciseAsset Sale”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or In order to exercise the Option with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement PeriodUnits hereunder, the Holder Participant shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant provide written notice to the Company until at its principal executive office. At the Holder has purchased all time of exercise, the Warrant Shares available hereunder Participant shall pay to the Company the Option price per Unit set forth in Section 1 times the number of vested Units as to which the Option is being exercised. The Participant shall make such payment by delivering (a) cash or (b) a check or (c) at the Committee’s option, any other consideration that the Committee determines is consistent with the Plan and applicable law. If the Warrant has been Option is exercised in full, in which case, the Holder Participant shall surrender this Warrant Agreement to the Company for cancellation within five Trading Days of cancellation. If the date Option is exercised in part, the final Notice of Exercise is delivered Participant shall surrender this Agreement to the Company. Partial exercises of Company so that the Company may make appropriate notation hereon or cancel this Warrant resulting in purchases of Agreement and issue a new agreement representing the unexercised portion of the total number Option. Prior to acquiring any of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal Units pursuant to the applicable number of Warrant Shares purchased. The Holder Option, the Participant shall execute and deliver the Special Unit Acquisition, Ownership and Redemption Agreement attached as Exhibit A to the Plan and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofLLC Agreement.
Appears in 1 contract
Sources: Unit Option Agreement (Consolidated Container Co LLC)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form annexed hereto hereto. Within one (1) Trading Day following the “date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise”)Exercise by wire transfer or cashier’s check drawn on a United States bank. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise Form be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day (1) Business Days of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. NOTWITHSTANDING ANY PROVISION OF THIS WARRANT TO THE CONTRARY, NO MORE THAN THE MAXIMUM ELIGIBILITY NUMBER OF WARRANT SHARES SHALL BE EXERCISABLE HEREUNDER.
Appears in 1 contract
Sources: Security Agreement (Nvni Group LTD)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”)hereto. No ink-original Notice of Exercise shall be requiredExcept for cashless exercises pursuant to Section 1(c) below, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following on the date of exercise as aforesaid or (ii) the Standard Settlement Periodexercise, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price duebank. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall is not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, case the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall will have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Exercise. The Option Holder (or in the case of the death of the Option Holder, the designated legal representative or heir of the Option Holder) may exercise the NQSOs during the Exercise Period by giving written notice to the Committee, in the form required by the Committee ("Exercise Notice"). The Exercise Notice must specify the number of Shares to be purchased, which shall be at least 100 unless fewer Shares remain unexercised. The exercise date is the date the Exercise Notice is received by the Company. The Exercise Period commences on the vesting date referenced in Section 2 ("Vesting Date") and expires at 5:00 p.m., Pacific Time, on the date ten years after the Grant Date, such later time and date being hereinafter referred to as the "Expiration Date," subject to earlier expiration in the event of a termination of Service as provided in Section 6. Any NQSOs not exercised as of the close of business on the last day of the Exercise Period shall be cancelled without consideration at that time. The Exercise Notice shall be accompanied by payment in full of the Exercise Price for the Shares being purchased. Payment shall be made: (a) Exercise of the purchase rights represented by this Warrant in cash, which may be madein the form of a check, in whole money order, cashier's check or in partcertified check, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery payable to the Company Company, or (or such other office or agency b) by delivering Shares of the Company as it may designate already owned by notice in writing to the registered Option Holder at the address of the Holder appearing having a Fair Market Value on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect exercise date equal to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price to be paid, (c) by instructing the Company to withhold Shares otherwise issuable upon the exercise having an aggregate Fair Market Value on the exercise date equal to the aggregate Exercise Price to be paid or (d) by a combination thereof. Payment for the Warrant Shares specified in being purchased upon exercise of the applicable Option may also be made by delivering a properly executed Exercise Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection , together with its exercise a copy of this Warrant resulting from any failure of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total aggregate Exercise Price due. Notwithstanding anything herein to the contrary and applicable tax withholding amounts (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Companyif any), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, event the Holder Shares acquired shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is be delivered to the Company. Partial exercises broker promptly following receipt of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofpayment.
Appears in 1 contract
Sources: Non Qualified Stock Option Award Agreement (First Financial Northwest, Inc.)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented by this Warrant is being exercised. Upon delivery of the form of subscription attached hereto (the "Subscription Form") to the Company until at its address for notice set forth in the Holder has purchased all Purchase Agreement and upon payment of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing Price multiplied by the number of Warrant Shares purchased and that the date of such purchases. The Holder intends to purchase hereunder, the Company shall deliver any objection to any Notice promptly (but in no event later than three Trading Days after the Date of Exercise Form within one Trading Day of delivery of such notice. The (as defined herein)) issue and deliver to the Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of certificate for the Warrant Shares hereunderissuable upon such exercise, which, unless otherwise required by the Purchase Agreement, shall be free of restrictive legends. A "Date of Exercise" means the date on which the Holder shall have delivered to the Company: (i) the Subscription Form, appropriately completed and duly signed and (ii) payment of the Exercise Price for the number of Warrant Shares available for purchase hereunder at any given time may so indicated by the Holder to be less than purchased.
(b) If by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required pursuant to Section 1(a), then the Holder will have the right to rescind such exercise.
(c) If by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required pursuant to Section 1(a), and if after such third Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the Holder the amount stated by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of the Common Stock on the face Date of Exercise and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In.
(d) The Company's obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a ▇▇▇▇▇▇'s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.
(e) If, following at least 30 days from the registration of the Warrant Shares in accordance with the Registration Rights Agreement, the VWAP of the Common Stock price on any day for any continuous period of twenty (20) days equals or exceeds 200% of the Exercise Price, the Company can send a call notice in respect of the Warrants to the Holder requiring the mandatory exercise by the Holder of the Warrants (the “Warrant Call”). The Holders shall have sixty calendar days from the date of the Warrant Call to exercise the Warrants. If the Holder fails to exercise the Warrant within sixty (60) calendar days from receipt of the Warrant Call, the Warrant shall be cancelled and forfeited and shall become null and void to the extent not then exercised.
Appears in 1 contract
Sources: Warrant Agreement (China Housing & Land Development, Inc.)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of two (i2) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five two (2) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Exercise. (a) To exercise this Warrant or any part of this Warrant, the Holder must deliver to the Company (collectively, the "Exercise Documentation"): (i) a completed exercise agreement a form of which is attached; (ii) this Warrant; and (iii) a check payable to the Company in an amount equal to the product of the exercise price and the number of shares the Holder desires to purchase. The Company will, without charge, issue certificates for shares of Common Stock purchased upon exercise of this Warrant within five days after receipt of the Exercise Documentation. Unless this Warrant has expired, or all of the purchase rights represented by this Warrant have been exercised, the Company will also prepare a new Warrant, substantially identical to this Warrant, representing the rights formerly represented by this Warrant which have not expired or been exercised.
(b) If, but only if, at any time after one year from the date of issuance of this Warrant there is no effective registration statement registering the resale of the Common Stock underlying this Warrant by the Holder, this Warrant may also be madeexercised, in whole or in part, at any such time or times on or after by means of a "cashless exercise" in which the Initial Exercise Date and on or before Holder will be entitled to receive a certificate for the Termination Date by delivery number of shares of Common Stock equal to the Company quotient obtained by dividing [(or such other office or agency of A-B) (X)] by (A), where:
(A) = the closing bid price on the trading day preceding the date on which the Company receives the Exercise Documentation;
(B) = the exercise price of this Warrant, as it may designate by notice in writing to adjusted; and
(X) = the registered Holder at the address number of the Holder appearing on the books shares of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its Common Stock issuable upon exercise of this Warrant resulting from any failure of in accordance with the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance terms of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Warrant Agreement (I Trax Inc)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Issue Date and on or before the Termination Date by facsimile delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy notice of exercise (the “Notice of Exercise”) in substantially the form of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of two (i2) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that case of a dispute between the Company and the Holder is required as to make the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any payments adjustment pursuant to Section 3 below), the Company shall issue to the Holder the number of Warrant Shares that are not disputed within the time periods specified in Section 2(d)(i) below and shall submit the disputed calculations to a certified public accounting firm of national reputation (other than the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure regularly retained accountants) within three (3) Trading Days following the Company’s receipt of the Holder’s Notice of Exercise. The Company shall cause such accountant to pay calculate the transfer agent, Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder may deduct of the results in writing no less than three (3) Trading Days following the day on which such sums it pays accountant received the transfer agent from disputed calculations. Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the total Exercise Price dueparty whose calculations were most at variance with those of such accountant. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. In the case of a partial exercise of this Warrant, the Holder may request that the Company deliver to the Holder a certificate representing such new warrant, with terms identical in all respects to this Warrant (except that such new warrant shall be exercisable into the number of shares of Common Stock with respect to which this Warrant shall remain unexercised); provided, however, that the Holder shall be entitled to exercise all or any portion of such new warrant at any time following the time at which this Warrant is exercised, regardless of whether the Company has actually issued such new warrant or delivered to the Holder a certificate thereof. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of one (i1) two Trading Days Day following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise Exercise, at the Holder’s option, either by (i) wire transfer or cashier’s check drawn on a United States bank unless or (ii) the cashless exercise procedure specified in Section 2(c) below is ), as specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Security Agreement (SmartKem, Inc.)
Exercise. (a) Each Warrant shall entitle the Holder, subject to the provisions of this Agreement, to purchase one share of Common Stock (subject to adjustment pursuant to Section 7 below) at the Exercise Price if the Warrant is exercised during the Exercise Period. After the lapse of the purchase rights Exercise Period, the Warrants shall no longer be exercisable.
(b) The Holder may exercise all or any whole portion of such Warrants during the Exercise Period by:
i. presenting and surrendering to the Stockholders the Warrant Certificate representing all or any whole portion of the Warrants desired to be exercised;
ii. duly executing and delivering the subscription form on the reverse side of the Warrant Certificate (the "Subscription Form"), indicating the number of Warrants being exercised and the number of shares of Common Stock being purchased upon exercise; and
iii. paying in full the Exercise Price for each Warrant being exercised by wire transfer in immediately available funds to each Stockholder in accordance with his pro rata percentage as set forth on Exhibit A. A Warrant will be deemed to have been exercised on the date that the Stockholders receive the Warrant Certificate, Subscription Form and payment in full (in the manner set forth above) of the Exercise Price of the Warrants being exercised.
(d) If less than all of the Warrants represented by this a Warrant may be madeCertificate are exercised, in whole or in part, at the Stockholders shall issue a new Warrant Certificate for the remaining number of Warrants.
(e) In the event that any time or times on or after Stockholder holds Common Stock that has been registered for public sale by such Stockholder under the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement PeriodSecurities Act, the Holder shall deliver be entitled (upon exercise of the aggregate Warrants under the terms hereof and without acceleration of the Exercise Price Period) to receive from such Stockholder the number of shares of Common Stock provided for hereunder, split between registered and non-registered shares of Common Stock in proportion to the Warrant Shares specified in number of such registered and non-registered shares of Common Stock held by such Stockholder; provided, that the applicable Notice number of Exercise by wire transfer or cashier’s check drawn on a United States bank unless shares of registered Common Stock to be delivered shall be rounded down to the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercisenearest whole share. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure exercises less than all of the Company to pay the transfer agentWarrants, the Holder may deduct designate in a transmittal letter all or any whole portion of Warrants being exercised hereunder as pertaining first to registered shares to which Holder is otherwise entitled pursuant to this subsection; provided, that such sums it pays designation and the transfer agent from resulting exercise shall directly reduce the total Exercise Price duenumber of registered shares available through future exercise of Warrants. (For example, if 20% of the shares held by a Stockholder have been registered for public sale by such Stockholder under the Securities Act, then 20% of the shares deliverable by such Stockholder upon exercise of all of the Warrants (rounded down to the nearest whole share) shall be such registered shares. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)foregoing, the Holder shall not be required entitled, in such case, to physically surrender this Warrant receive only registered shares (if he so designates) upon the exercise of up to 20% of the Warrants; if the Holder were to exercise 20% of the Warrants and designate that such exercise be in exchange for registered shares, then all future exercises of Warrants would entitle the Holder to receive only unregistered shares, unless additional shares are registered for public sale by such Stockholder.)
(f) Notwithstanding anything to the Company until contrary in this Agreement, the Stockholders may sell all or any of the shares of Common Stock owned by them at any time, provided that the proceeds of such sales are made available to the Holder has purchased all in accordance with the following provisions. If a Stockholder sells a portion of his shares of Common Stock after the Warrant Shares available hereunder and the Warrant has been exercised in full, in which casedate hereof, the Holder shall surrender this Warrant be entitled (upon exercise of the Warrants under the terms hereof and without acceleration of the Exercise Period) to receive from such Stockholder shares of Common Stock as otherwise provided hereunder and Stockholder's Per Share Proceeds, split in proportion to the Company for cancellation within five Trading Days number of shares of Common Stock held by such Stockholder following such sale and the number of shares of Common Stock sold by such Stockholder with respect to such sale and additional sales occurring after the date hereof; provided, that the number of shares of Common Stock to be delivered shall be rounded up to the nearest whole share and the Stockholder's Per Share Proceeds to be delivered shall reflect (to the extent reasonably practicable) the mix of Stockholder's Per Share Proceeds received by such Stockholder in connection with all sales occurring after the date hereof. In the event that the Holder exercises less than all of the date Warrants, the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting Holder may designate in purchases of a transmittal letter all or any whole portion of Warrants being exercised hereunder as pertaining first to Stockholder's Per Share Proceeds to which Holder is otherwise entitled pursuant to this subsection; provided, that such designation and the resulting exercise shall directly reduce the amount of Stockholder's Per Share Proceeds available through future exercise of Warrants. The "Stockholder's Per Share Proceeds" means the total tangible consideration (i.e., cash, securities and/or other property) received by such 5 Stockholder as proceeds from a sale of Common Stock after the date hereof (without reduction for any encumbrance or lien on such shares), divided by the total number of Warrant Shares available hereunder shall have shares of Common Stock so sold. (For example, if 20% of the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and shares held by a Stockholder are sold after the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holderhereof, by acceptance of this Warrant, acknowledges and agrees that, by reason then 20% of the provisions consideration deliverable by such Stockholder upon exercise of this paragraphall the Warrants shall be Stockholder's Per Share Proceeds. Notwithstanding the foregoing, following Holder shall be entitled, in such case, to receive only Stockholder's Per Share Proceeds (if he so designates) upon the purchase exercise up to of a portion 20% of the Warrant Shares hereunderWarrants; if Holder were to exercise 20% of the Warrants and designate that such exercise be in exchange for Stockholder's Per Share Proceeds, then all future exercises of Warrants would entitle the number Holder to receive only shares of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofCommon Stock, unless such Stockholder sells further shares of Common Stock.)
Appears in 1 contract
Sources: Warrant Agreement (Richmont Marketing Specialists Inc)
Exercise. (a) Exercise of the purchase rights represented by this Each Warrant may be madeexercised by the Registered Holder thereof at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. Within three (3) business days after the Exercise Date, the Warrant Agent shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder). Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or as the Company may direct in writing.
(b) The Registered Holder may, at its option, exchange this Warrant on a cashless basis, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company part (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of ExerciseWarrant Exchange”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing into the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holderdetermined in accordance with this Section (4)(b), by acceptance of this Warrant, acknowledges and agrees that, by reason surrendering the Warrant Certificate at the principal office of the provisions Company or at the office of this paragraphits stock transfer agent, following the purchase of a portion of the Warrant Shares hereunderaccompanied by an irrevocable notice stating such Registered Holder’s intent to effect such exchange, the number of Warrant Shares available for purchase hereunder at any given time to be exchanged and the date of the notice of such intent to exchange (the “Notice of Exchange”). The Registered Holder may be less than send a Notice of Exchange to the amount stated on Company prior to the face hereof.Initial Warrant Exercise
Appears in 1 contract
Sources: Warrant Agreement (Intraware Inc)
Exercise. (a) Exercise of the The purchase rights represented set forth in this Agreement are exercisable by this Warrant may be madethe Warrantholder, in whole or in part, at any time, or from time or times on or after to time, prior to the Initial Exercise Date and on or before expiration of the Termination Date term set forth in Section 2, by delivery tendering to the Company (or such other at its principal office or agency a notice of exercise in substantially the Company form attached hereto as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto Exhibit I (the “Notice of Exercise”), duly completed and executed. No ink-original Promptly upon receipt of the Notice of Exercise shall be requiredand the payment of the Purchase Price in accordance with the terms set forth below, nor shall any medallion guarantee and in no event later than ten (or other type of guarantee or notarization10) of or with respect to any Notice of Exercise be required. Within days thereafter (provided, that, in the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for event the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn are traded on a United States bank unless the cashless exercise procedure specified in Section 2(cU.S. securities exchange, no later than two (2) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Companytrading days thereafter), the Holder Company shall not issue or cause to be required to physically surrender this Warrant issued to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company Warrantholder a certificate for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and shall execute the date acknowledgment of such exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases, if any. The Company Each exercise of this Warrant shall deliver any objection be deemed to any have been effected immediately prior to the close of business on the day on which the Notice of Exercise Form within one Trading Day and payment of delivery of such noticethe Purchase Price shall have been delivered to the Company as provided in this Section 3. The Holder, Purchase Price may be paid at the Warrantholder’s election either (i) by acceptance cash or check or (ii) by surrender of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of all or a portion of the Warrant for Warrant Shares to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”); provided, however, that Warrantholder shall not exercise by cash, and may only exercise by Net Issuance, during the period beginning 28 days prior to the submission of a listing application to HKSE relating to a Hong Kong IPO through the earlier of the consummation or abandonment of such Hong Kong IPO. If the Warrantholder elects the Net Issuance method, the Company will issue Warrant Shares in accordance with the following formula: X = Y(A-B) Where: X = the number of Warrant Shares available for purchase hereunder to be issued to the Warrantholder. Y = the number of Warrant Shares requested to be exercised under this Agreement. A = the fair market value of one (1) Warrant Share at any given the time may be less than the amount stated on the face hereofof issuance of such Warrant Shares.
Appears in 1 contract
Exercise. (a) Exercise Subject to the provisions of the purchase rights represented Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery delivering to the Company (or such other office or agency Warrant Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Exercise Period a notice of exercise of the Company as it may designate by notice in writing Warrants to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of exercised (i) two Trading Days following in the date of exercise as aforesaid form attached to the Global Warrant or (ii) via an electronic warrant exercise through the Standard Settlement PeriodDTC system (each, an “Election to Purchase”) and within one (1) Trading Day of the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice Date of Exercise. In the event that the Holder is required , Warrants to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary be exercised by (although the Holder may A) surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and Certificate evidencing the Warrants to the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company Agent at its office designated for cancellation within five Trading Days such purpose or (B) delivery of the date Warrants to an account of the final Notice of Exercise is delivered Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to the CompanyDTC from time to time. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Notwithstanding anything herein to the contrary, the Holder and shall not be required to physically surrender a Warrant Certificate until the Company shall maintain records showing the number of Warrant Shares Holder has purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion all of the Warrant Shares hereunderavailable thereunder and the Warrant has been exercised in full, in which case, the number Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. For avoidance of doubt, the Warrant Agent shall have no liability for the Company’s failure for any reason to deliver to the Holder the Warrant Shares available subject to a Notice of Exercise by the Warrant Share Delivery Date (as defined in the Warrant). All other requirements for purchase hereunder at any given time may the exercise of a Warrant (which shall not be less than inconsistent with the amount stated on terms and conditions of this Agreement) shall be as set forth in the face hereofWarrant and the exercise of a Warrant shall be conducted in accordance with the customary procedures of the Warrant Agent.
Appears in 1 contract
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of two (i2) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a a
(b) United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery of such notice. The Holder, Holder by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Security Agreement (Oncolix, Inc.)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Issue Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy, submitted, delivered or mailed (including by facsimile or .pdf electronic PDF copy submitted by email), to the Company at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Crescent, Unit #1, Ottawa, Ontario, K2M 2A8 Attention: ▇▇▇▇ ▇▇▇▇▇▇, email: (or such alternative email or physical address provided in writing by the Company to the Holder after the date hereof) with a copy to Fasken ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, P.O. Box 242, Montreal, Quebec, H4Z 1E9 Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, email: in substantially the form annexed hereto (the "Notice of Exercise"). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date the Holder delivers the Notice of Exercise Form annexed hereto (as aforesaid, the “Holder shall deliver to the Company the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise”)Exercise by wire transfer, bank drafts or cashier's or certified check drawn on a United States or Canadian bank. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise form be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder hereunder, and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (KWESST Micro Systems Inc.)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the earlier of July 15, 2019 and the date the Company obtains the approval of its stockholders to the issuance of the Warrant Shares (the “Initial Exercise Date Date”) and on or before the Termination Date (each, a “Subsequent Exercise Date”) by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form in the form annexed hereto and, within one (1) Trading Day of the “date said Notice of Exercise is delivered to the Company, payment the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 1(c) below is specified in the applicable Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise form be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Magnegas Applied Technology Solutions, Inc.)
Exercise. The Company agrees to register, at its sole expense, the shares of Common Stock underlying the Warrants at the same time it registers any of its securities under the Securities Act of 1933, as amended (a) Exercise the "Registration Statement"). Subject to the provisions of Section 8, the purchase rights represented by this Warrant Warrants may be made, exercised at a price of $4.00 per share of Common Stock (the "Exercise Price") in whole or in part, part at any time or times during the period commencing on or after the effective date of the Registration Statement (the "Initial Exercise Date Date") and terminating on or before a date (the Termination Date by delivery "Expiration Date") two years after such Initial Exercise Date. A Warrant shall be deemed to have been exercised immediately prior to the Company close of business on the date (or such other office or agency the "Exercise Date") of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of surrender for exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder Certificate. The exercise form shall be executed by the Registered Holder or his attorney duly authorized in writing and will be delivered together with payment to the Warrant has been exercised in fullAgent at its corporate offices (the "Corporate Office"), in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchasesWarrant Shares as of the close of business on the Exercise Date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares, set forth in Section 4, have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price payment to the exercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall deliver not be obligated to issue any objection to fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Notice Warrant or scrip or cash therefore and such fractional shares shall be of Exercise Form within no value whatsoever. If more than one Trading Day of delivery of such notice. The Warrant shall be exercised at one time by the same Registered Holder, by acceptance the number of this Warrant, acknowledges and agrees that, by reason full Shares which shall be issuable on exercise thereof shall be computed on the basis of the provisions aggregate number of this paragraphfull shares issuable on such exercise. Within thirty days after the Exercise Date and, following in any event, prior to the purchase of pertinent Expiration Date, pursuant to a portion of Stock Transfer Agreement between the Company and Warrant Agent, the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares available for purchase hereunder deliverable on such exercise. No adjustment shall be made in respect of cash divide dividends on Warrant Shares delivered on exercise of any Warrant. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, including delivery of exercised Warrant Share certificates to the shareholder, will be billed monthly to tile Company. A detailed accounting statement relating to the number of Warrants exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. The Company may deem and treat the Registered Holder of the Warrants at any given time may as the absolute owner thereof for all purposes, and the Company shall not be less than affected by any notice to the amount stated contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the face hereofCommon Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determinations of holders of Common Stock entitled to such dividend or other right.
Appears in 1 contract
Sources: Warrant Agreement (Whitney Information Network Inc)
Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised, in whole or in part, at any time or times on or after from time to time during the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing period beginning on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect earliest to any Notice of Exercise be required. Within the earlier occur of (i) two Trading Days following four years from the date of exercise as aforesaid or hereof, (ii) the Standard Settlement Perioda Change of Control, (iii) (x) the Holder shall deliver receiving an "Outside Sale Notice" (as such term is defined in subsection 3(c) of the aggregate Exercise Stockholders Agreement) or (y) the Holder receiving a registration notice pursuant to Section 7 of the Stockholders Agreement, but only pursuant to clauses (iii)(x) or (iii)(y) to the extent such Holder has the right to participate in the sale of Shares (as such term is defined in Section 1 of the Stockholders Agreement), and ending on the Expiration Date, by surrendering to the Company at its principal office this Warrant, with the form of Election to Purchase Shares (the "Election to Purchase Shares") attached hereto as Exhibit A duly executed by the Holder and accompanied by payment of the Purchase Price for the Warrant Shares number of shares of Common Stock specified in such form. Notwithstanding anything to the applicable Notice contrary in this Section 2(a), following the first anniversary of Exercise by wire transfer the date hereof, if the Company has consummated an initial public offering and if the Holder desires to exercise the Warrant in order to distribute the underlying shares to its limited partners or cashier’s check drawn on a United States bank unless to sell such shares in order to distribute the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event proceeds thereof to such limited partners, then it may request that the Holder is required Board of Directors of the Company amend this Warrant to make any payments to the Company’s stock transfer agent in connection with its provide for immediate exercise of this Warrant resulting from any failure of (the "Request Date") and in the event such request is not granted within 15 days following the Request Date the Holder shall have the right to require the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender purchase this Warrant to 45 days following the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of Request Date at a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount price equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason Fair Market Value of the provisions of Common Stock into which this paragraph, following Warrant is exercisable less the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.Purchase
Appears in 1 contract
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by (1) delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto hereto; and (2) delivery to the “Notice Company of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for of the Warrant Shares specified in the applicable Notice of Exercise shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price duebank. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading three trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises Execution and delivery of this the Notice of Exercise Form with respect to less than all of the Warrant resulting in purchases Shares shall have the same effect as cancellation of the original Warrant and issuance of a portion of new Warrant evidencing the total right to purchase the remaining number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchasedShare. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver Holder and any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holderassignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Agfeed Industries, Inc)
Exercise. (a) Exercise of the purchase rights represented by this Warrant with respect to vested Warrant Shares may be made, in whole or in part, at any time or times on or after the Initial Exercise Issue Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly completed and executed facsimile or .pdf electronic copy of a notice of exercise substantially in the Notice of Exercise Form annexed form attached hereto as Exhibit A (the a “Notice of Exercise”). Subject to the last sentence of Section 3(d)(i), the date on which such delivery shall have taken place (or be deemed to have taken place) shall be referred to herein as the “Exercise Date”. Each exercise of this Warrant shall be settled through Exercise for Cash or Cashless Exercise (as each such term is defined below), as elected by the Holder in its sole discretion and set forth in the Notice of Exercise. Notwithstanding anything herein to the contrary, including, without limitation, this Section 2, from and after the occurrence of a Sale, the exercise of this Warrant shall be governed by Section 3(d). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the later to occur of (i) the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullfull and (ii) if applicable, all of the Escrowed Proceeds (as defined below) have been released from the Escrow (as defined below), in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading three (3) Business Days of after the date the final Notice of Exercise is delivered to the Companyrelevant event shall have occurred. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day two (2) Business Days of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofhereof (it being understood that, in such case, the Company shall be obligated, if requested by the Holder, to issue a new Warrant in accordance with the provisions of Section 2(e)(ii)).
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Universal Electronics Inc)
Exercise. (a) 3.2.1 Each Warrantholder may validly exercise all or any part of its Warrants in accordance with the procedures set out in this Clause 3.2.
3.2.2 The Subscription Rights are not exercisable in respect of a fraction of a Warrant Share.
3.2.3 In order to exercise any Warrants, the Warrantholder must, having completed the Warrant Exercise of the purchase rights represented by this Warrant may be madeNotice, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery deliver it to the Company in accordance with Clause 18 (Notices) together with the Certificate(s) for the Warrants which are being exercised.
3.2.4 A Warrant Exercise Notice may be served in respect of all or such other office or agency some of the Company as it may designate by notice Warrantholder’s Warrants and may, in writing to the registered Holder at the address of the Holder appearing accordance with Clause 3.1, be conditional on the books of the Company) of a duly executed facsimile an Exit Event or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (Distribution occurring or other type of guarantee or notarization) of or being made with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Shares.
3.2.5 A conditional Warrant resulting from any failure of Exercise Notice may be revoked by the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant Warrantholder by written notice to the Company until at any time prior to the Holder has purchased all consummation of such Exit Event or payment of the Distribution described in the Warrant Exercise Notice.
3.2.6 Any revocation of a Warrant Exercise Notice in accordance with Clause 3.2.5 will be without prejudice to the Warrantholder’s right to send to the Company further Warrant Exercise Notices in respect of the Warrants which are the subject of the revoked Warrant Exercise Notice and/or further Warrant Exercise Notices in respect of any unexercised Warrants.
3.2.7 On or before the day the Warrant Shares are to be issued, the relevant Warrantholder will deliver to the Company the aggregate Warrant Share Subscription Price in respect of the Warrant Shares available hereunder and being issued upon such exercise of the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant Warrants by either:
(a) delivering to the Company for cancellation within five Trading Days a banker’s draft; or
(b) making a same day electronic transfer in cash to a bank account nominated by the Company, the details of which shall have been notified by the date the final Notice of Exercise is delivered Company to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal Warrantholders at least three (3) Business Days prior to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of day the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may are to be less than the amount stated on the face hereofissued.
Appears in 1 contract
Sources: Warrant Agreement (Mohegan Tribal Gaming Authority)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of (i) two three Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s 's check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Business Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Security Agreement (S&W Seed Co)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery delivering to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company)
(i) of a duly executed e-mail or facsimile or .pdf electronic copy of the a Notice of Exercise Form in the form annexed hereto as Exhibit A and (ii) unless the “cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Bank. No ink-original Notice of ExerciseExercise shall be required. In the event Unless Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants are to be issued in a name other than that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agentexercising Holder, the Holder may deduct such sums it pays the transfer agent from the total no medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Price dueform shall be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of at the date same time that the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of five (i5) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price duebank. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available 1 Nine months from the initial exercise date. hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Exercise. (a) Exercise Subject to the provisions of Sections 4, 7 and 8, the purchase rights represented Warrants, when evidenced by this a Warrant Certificate, may be made, exercised at the price per share set forth on the face thereof (the "Exercise Price") in whole or in part, at any time or times commencing on or after the date of issuance (the "Initial Exercise Date Date") and terminating on or before the Termination Date date three years later, unless extended by delivery the Company's Board of Directors (the "Exercise Period"). A Warrant shall be deemed to have been exercised immediately prior to the Company close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with payment to the Warrant Agent at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, (the "Corporate Office") or such other office or agency of the Company place as it may designate designated by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchasesWarrant Shares as of the close of business on the Exercise date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price to the exercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall deliver not be obligated to issue any objection to fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Notice Warrant or scrip or cash therefor and such fractional shares shall be of Exercise Form within no value whatsoever. If more than one Trading Day of delivery of such notice. The Warrant shall be exercised at one time by the same Registered Holder, by acceptance the number of this Warrant, acknowledges and agrees that, by reason full Shares which shall be issuable on exercise thereof shall be computed on the basis of the provisions aggregate number of this paragraphfull shares issuable on such exercise. Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, following the purchase of a portion of the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares available deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the pertinent Exercise Price to be promptly made to the order of the Company. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into a segregated account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for purchase hereunder the Company's use during the exercise periods. A complete accounting will be made by the Warrant Agent to the Company concerning all persons exercising Warrants, the number of shares issued and the amounts paid at the completion of the Exercise Period. The Company may deem and treat the Registered Holder of the Warrants at any given time may as the absolute owner thereof for all purposes, and the Company shall not be less than affected by any notice to the amount stated contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the face hereofCommon Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to such dividend or other right.
Appears in 1 contract
Exercise. (a) Exercise Subject to the provisions of the purchase rights represented Warrant and this Agreement, a Warrant countersigned by this the Warrant Agent may be made, in whole or in part, at any time or times on or after exercised by the Initial Exercise Date and on or before the Termination Date Registered Holder thereof by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy notice of exercise in the Notice of Exercise Form annexed form attached hereto as Annex A (the “Notice of Exercise”)) or by delivery to the Warrant Agent of a Notice of Exercise through DTC. The aggregate Exercise Price shall be paid in lawful money of the United States in good certified check or good bank draft payable to the order of the Warrant Agent within three (3) Trading Days of the delivery of Notice of Exercise in connection with a exercise of any Warrant, unless cashless exercise is used. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise form be required. Within Upon delivery of the earlier Notice of (i) two Trading Days following Exercise the Registered Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of exercise as aforesaid or (ii) delivery of the Standard Settlement Period, the Holder shall deliver Warrant Shares; provided payment of the aggregate Exercise Price for the Warrant Shares specified (other than in the applicable Notice case of Exercise by wire transfer or cashier’s check drawn on a United States bank unless Cashless Exercise) is received within three Trading Days of delivery of the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant fromcontrary, the Company), the Registered Holder shall not be required to physically surrender this its Warrant to the Company until the Registered Holder has purchased all of the Warrant Shares available hereunder under the respective Warrant and the such Warrant has been exercised in full, in which case, the Registered Holder shall surrender this the Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Registered Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery receipt of such notice. For purposes herein, “Trading Day” means (i) a day on which the Company’s primary Trading Market (as defined below) is open for business, or (ii) if the Common Stock is not then listed or quoted for trading on a Trading Market, a Business Day. The HolderRegistered Holder and any assignee, by acceptance of this the Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof.
Appears in 1 contract
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of one (i1) two Trading Days Day following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company’s stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueForm be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day (1) Business Days of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Common Shares Purchase Agreement (Sidus Space Inc.)
Exercise. (a) Exercise Subject to the provisions of Sections 4 and 7, the purchase rights represented Warrants, when evidenced by this a Warrant Certificate, may be made, exercised in whole or in part, part at any time during the period (the "Exercise Period") commencing on _______________, 2006 (the "Exercise Date") until ________________, 2008 (the "Warrant Expiration Date", unless extended by a majority vote of the Company's Board of Directors, but in no event after such extended expiration date. The Company shall promptly notify the Warrant Agent and the Registered Holders of any such extension of the Exercise Period. A Warrant shall be deemed to have been exercise immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or times on or after the Initial Exercise Date his attorney duly authorized in writing and on or before the Termination Date by delivery shall be delivered, together with payment therefore, to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto its corporate offices located at 711 S. Carson Stree▇, ▇▇▇▇▇ #▇, Carson City, NV, 89701 (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company"Corporate Office"), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullcash or by official bank or certified check, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of aggregate Exercise Price, in lawful money. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchasesWarrant Shares as of the close of business on the Exercise Date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 4 have been satisfied as of the Exercise Date. The Company shall deliver not be obligated to issue any objection to fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Notice Warrant, or scrip or cash therefor, and such fractional shares shall be of Exercise Form within no value whatsoever. If more than one Trading Day of delivery of such notice. The Warrant shall be exercised at one time by the same Registered Holder, by acceptance the number of this Warrant, acknowledges and agrees that, by reason full Shares which shall be issuable on exercise thereof shall be computed on the basis of the provisions aggregate number of this paragraphfull Shares issuable on such exercise. Within thirty (30) days after the Exercise Date and in any event prior to the Expiration Date, following the purchase of a portion of the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a ertificate or certificates for the number of Warrant Shares available deliverable on such exercise. No adjustment shall be made in respect of cash dividends, if any, on Warrant Shares delivered on exercise of any Warrant. The Company may deem and treat the Registered Holders of the Warrants as he absolute owners thereof for purchase hereunder at all purposes, and the Company shall not be affected by any given time may be less than notice to the amount stated contrary. The Warrants shall not entitle the holders thereof to any of the rights of shareholders or to any dividends declared on the face hereofCommon Stock unless the Registered Holder shall have exercised the Warrants and purchased Shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to any such dividend or other rights.
Appears in 1 contract
Exercise. The Option Holder (or in the case of the death of the Option Holder, the designated legal representative or heir of the Option Holder) may exercise the NQSOs during the Exercise Period by giving written notice to the Corporate Secretary in the form required by the Committee (“Exercise Notice”). The Exercise Notice must specify the number of Shares to be purchased, which shall be at least 100 unless fewer shares remain unexercised. The exercise date is the date the Exercise Notice is received by the Corporation. The Exercise Period commences on the Vesting Date and expires at 5:00 p.m., EST, on the date 10 years after the Grant Date, such later time and date being hereinafter referred to as the “Expiration Date,” subject to earlier expiration in the event of a termination of Service as provided in Section 6. Any NQSOs not exercised as of the close of business on the last day of the Exercise Period shall be cancelled without consideration at that time. The Exercise Notice shall be accompanied by payment in full of the Exercise Price for the Shares being purchased. Payment shall be made: (a) Exercise in cash, which may be in the form of a check, money order, cashier's check or certified check, payable to the Corporation, or (b) by delivering Shares of the purchase rights represented Corporation already owned by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Option Holder at the address of the Holder appearing having a Fair Market Value on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect exercise date equal to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price to be paid, or (c) by instructing the Corporation to withhold Shares otherwise issuable upon the exercise having an aggregate Fair Market Value on the exercise date equal to the aggregate Exercise Price to be paid or (d) by a combination thereof. Payment for the Warrant Shares specified in being purchased upon exercise of the applicable Option may also be made by delivering a properly executed Exercise Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection Corporation, together with its exercise a copy of this Warrant resulting from any failure irrevocable instructions to a broker to deliver promptly to the Corporation the amount of the Company sale or loan proceeds to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total aggregate Exercise Price due. Notwithstanding anything herein to the contrary and applicable tax withholding amounts (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Companyif any), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, event the Holder Shares acquired shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is be delivered to the Company. Partial exercises broker promptly following receipt of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofpayment.
Appears in 1 contract
Sources: Non Qualified Stock Option Award Agreement (Timberland Bancorp Inc)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of two (i2) two Trading Days following the date of exercise as aforesaid or aforesaid, (iii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In Exercise and (ii) if there is an effective registration statement registering, and current prospectus available for, the event that resale of the Warrant Shares by the Holder is required to make any payments to on file with the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agentCommission, the Holder may deduct such sums it pays shall deliver the transfer agent from the total aggregate Exercise Price duefor the shares specified in the applicable Notice of Exercise, by wire transfer or cashier’s check drawn on a United States bank. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of two (i2) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Promissory Note Extension Agreement (PishPosh, Inc.)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form in the form annexed hereto hereto, and within two (2) Trading Days after the “date said Notice of Exercise is delivered to the Company, payment by the Holder of the aggregate Exercise Price for the shares specified in the Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank or, if available, pursuant to the cashless exercise procedure specified in Section 2(c) below if specified in the applicable Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise form be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Rexahn Pharmaceuticals, Inc.)
Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be made, in whole or in part, exercised at any time or times on or after from time to time during the Initial Exercise Date and on or before Period by submitting the Termination Date form of subscription attached hereto (the “Exercise Notice”), duly executed by delivery the Holder, to the Company at its principal office (or such other office address or agency of electronic delivery method as the Company as it may designate by notice in writing from time to time), indicating the number of shares the Holder elects to purchase by paying the Aggregate Exercise Price as provided in Section 1.2. The Exercise Notice shall be in a form reasonably acceptable to the registered Holder at Company and shall be accompanied by any tax forms or other information reasonably requested by the address Company to determine withholding and compliance with applicable law. The Company may reject any Exercise Notice that is incomplete, incorrect or not in compliance with this Warrant, in which case such Exercise Notice shall be deemed received only upon resubmission in proper form. The Company may, but shall not be obligated to, transmit an acknowledgement of receipt of any Exercise Notice, and any failure to provide such acknowledgement shall not affect the Holder appearing on the books validity or timing of any exercise. This Warrant shall be deemed exercised only upon the Company’s actual receipt of (a) of a duly executed facsimile or .pdf electronic copy of properly completed Exercise Notice and (b) the Notice of Aggregate Exercise Form annexed hereto Price in immediately available funds in accordance with Section 1.2 (such time, the “Notice of ExerciseEffective Exercise Time”). No ink-original Notice of Exercise Warrant Shares shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within issued unless and until the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Aggregate Exercise Price for has been received in cleared funds. Any Exercise Notice delivered without contemporaneous payment of the Warrant Shares specified in Aggregate Exercise Price may, at the applicable Notice Company’s option, be deemed withdrawn if the Aggregate Exercise Price is not received within three (3) Business Days after delivery of such Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of ExerciseNotice. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of is not exercised in full, the Company may require the Holder, after such partial exercise, to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender promptly return this Warrant to the Company, and the Company until will, within a reasonable period thereafter, issue and deliver to or upon the order of the Holder has purchased all a new Warrant or Warrants of like tenor, in the name of the Warrant Shares available hereunder Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes and the Warrant has been exercised Company’s reasonable out-of-pocket issuance expenses) may request, calling in full, in which case, the Holder shall surrender this Warrant aggregate on the face or faces thereof for the number of Ordinary Shares equal (without giving effect to any adjustment therein) to the Company number of such shares called for cancellation within five Trading Days of on the date the final Notice of Exercise is delivered to the Company. Partial exercises face of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing minus the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection shares (without giving effect to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of adjustment therein) for which this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofshall have been exercised.
Appears in 1 contract
Exercise. (a) Exercise of Following the purchase rights represented by this Warrant Vesting Date, the Option Holder shall have 20 business days to decide whether to exercise the Option. If the Option is not exercised within 20 business days the Option shall lapse and become null and void without further notice. The Option may be made, exercised in whole full or in part, at any time or times on or after . The Option Holder shall exercise the Initial Option by giving a written notice (an “Exercise Date and on or before the Termination Date by delivery Notice”) to the Company (represented by the Chairman of the Board with a copy to the CEO, or according to such other office or agency procedures as communicated by the Company. The Exercise Notice shall state the number of Option Shares for which the Option is exercised, and the total Strike Price to be paid. Upon delivery of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Exercise Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise , the Option Holder shall be deemed to have exercised the Option and if relevant to have authorised the board of this Warrant resulting from any failure directors of the Company to pay subscribe for the transfer agent, relevant shares on behalf of the Holder may deduct such sums it pays Option Holder. Payment for the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder Option Shares shall not be required to physically surrender this Warrant transferred to the Company until no later than 20 business days after the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullExercise Notice was given, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered a to a bank account designated by the Company. Partial exercises of this Warrant resulting in purchases of The date on which the Company has received both a portion properly completed Exercise Notice and payment for the shares with respect to which the Options are exercised, is hereafter referred to as the "Exercise Date". Upon exercise of the total Option, the Company shall, subject to the passing of the necessary resolutions in the corporate bodies of the Company, (a) issue a number of Warrant Option Shares available hereunder shall have called by the effect Option Holder through an increase of lowering the outstanding share capital of the Company, (b) transfer a number of Warrant Option Shares purchasable hereunder in an amount equal to called by the applicable number Option Holder from its holding of Warrant Shares purchased. The treasury shares or (c) fulfil its obligations towards the Option Holder through a combination of (a) and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases(b). The Company shall deliver any objection to any Notice of the Option Shares called by the Option Holder without undue delay after the Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofDate.
Appears in 1 contract
Sources: Option Agreement
Exercise. (a) This Warrant shall not entitle the Holder to acquire any Warrant Shares until after the occurrence of an Exercise Event (as defined below). Upon the occurrence of an Event of Default (as defined in the purchase Loan Agreement) and the delivery of notice by Holder under the Loan Agreement that Holder is accelerating all amounts owed by the Company under the Loan Agreement and declaring the Obligations (as defined in the Loan Agreement) immediately due and payable (an “Exercise Event”), the Holder shall be entitled to Exercise the rights represented by this Warrant may be madeWarrant, in whole or in part, to acquire Warrant Shares in a number that Holder in good faith believes will, upon sale of such shares, be sufficient to cure or pay off the Obligations due to Holder under the Loan Documents, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by facsimile delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy notice of exercise (the “Notice of Exercise”) in substantially the form of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of two (i2) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. In the case of a partial exercise of this Warrant, the Holder may request that the Company deliver to the Holder a certificate representing such new warrant, with terms identical in all respects to this Warrant (except that such new warrant shall be exercisable into the number of Warrant Shares with respect to which this Warrant shall remain unexercised); provided, however, that the Holder shall be entitled to exercise all or any portion of such new warrant, regardless of whether the Company has actually issued such new warrant or delivered to the Holder a certificate thereof. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: 8 K (Adamis Pharmaceuticals Corp)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, made in whole or in part, at any time or times on or after the Initial Exercise Date date hereof and on or before the Termination Date Date, by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the a “Notice of Exercise”). No ink-original Notice of ; provided, that, Holder may not Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within this Warrant for Warrant Shares until the earlier of (i) two Trading the date that is twelve (12) months from the date hereof and (ii) the date of consummation of a Public Offering; and provided, further, that upon an exercise by the Company of the Company Put Right that satisfies the conditions set forth in Section 2 above, the Holder hereby agrees to Exercise this Warrant and purchase all remaining Warrant Shares for the then applicable Exercise Price in the manner set forth in Section 2 above. Within three (3) Business Days following the date of exercise a Notice of Exercise, or within fifteen (15) Business Days of the delivery of a Put Notice by the Company, as aforesaid or (ii) the Standard Settlement Periodcase may be, the Holder shall deliver to the Company (i) the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise or Company Put Notice, by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(cbank, and (ii) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from and/or any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender certificate or certificates representing this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the CompanyWarrant. Partial exercises Exercises of this Warrant resulting in purchases of a portion of the total number Warrant Amount available at the time of Warrant Shares available hereunder such Exercise shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchasedAmount by such portion. The Holder and the Company shall maintain records showing the number portions of the Warrant Shares Amount purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day two (2) Business Days of delivery receipt of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Primary Common Stock Purchase Warrant (Veritone, Inc.)
Exercise. (a) Exercise The Option shall be exercisable in full on and after one year from the date of grant, so that from and after October 27, 1996 the Holder may purchase all of the Option Shares. If the Company files a registration statement under the Securities Act of 1933 for an initial public offering of its Common Stock Holder may purchase rights represented by this Warrant all of the Option Shares at such time or any time thereafter. The Option may be made, exercised in whole or in part, at any time or times on or after the Initial Exercise Date and 2 option of Holder, on or before the Termination Expiration Date (hereinafter defined) by delivery delivering to the Company written notice of Holder's exercise (or such other office or agency "Exercise Notice") stating the amount of Option Shares to be purchased thereby, accompanied by either (i) a check ("Check") made payable to the order of the Company as it may designate by notice in writing to for the registered Holder at aggregate sum due for the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be requiredOption Shares then being purchased, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant notice to the Company until that Holder elects to borrow the Holder has purchased all funds for such purchase in accordance with Paragraph 5 below ("Loan Notice"). As soon as practicable thereafter, and in any event within ten (10) business days of the Warrant Shares available hereunder Company's receipt of the Exercise Notice and the Warrant has been exercised in full, in which caseeither a Check or a Loan Notice, the Company shall issue and deliver to Holder a certificate representing the Option Shares being purchased pursuant to such Exercise Notice. Each such certificate shall surrender this Warrant to bear the legend or legends required by applicable securities laws as well as such other legends the Company requires to be included on certificates for cancellation within five Trading Days its Common Stock. Such certificate or certificates shall be deemed to have been issued and Holder or any other persons so designated to be named therein shall be deemed for all purposes to have become a holder of record of such shares as of the date the final Exercise Notice of Exercise or Loan Notice is delivered to the Company. Partial exercises In the case of this Warrant resulting in purchases of a portion an exercise for less than all of the total number of Warrant Option Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal permitted to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares be purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder Holder shall reserve the right to exercise the Option at any given time may be less than and from time to time prior to the amount stated on Expiration Date for the face hereofremainder of the Option Shares.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (Complete Business Solutions Inc)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form in the form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of (i) two three (3) Trading Days and (ii) the number of Trading Days compromising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company’s stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Inventergy Global, Inc.)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, until the occurrence of a Going Public Event in increments of not less than $50,000 of aggregate Exercise Price (or the balance of the aggregate Exercise Price if less) and thereafter, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of two (i2) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Security Agreement (DropCar, Inc.)
Exercise. (a) Exercise of the purchase rights represented by this Underwriter's Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form annexed hereto hereto. Within two (2) Trading Days following the “date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise form be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Underwriter's Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Underwriter's Warrant has been exercised in full, in which case, the Holder shall surrender this Underwriter's Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Underwriter's Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day two (2) Business Days of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Underwriter's Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after 180 days after the Initial Issuance Date (the “Exercise Date Date”) and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile PDF copy submitted by e-mail (or .pdf electronic copy of e-mail attachment)of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of (i) two one Trading Days Day following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make No ink original Notice of Exercise shall be required, nor shall any payments to the Company’s stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price duebe required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised one time, in whole or in partminimum increments of 50,000 shares, at on any time or times on or after the Initial Exercise Date and business day on or before the Termination Date expiration date listed above by delivery presentation and surrender hereof to the Company (or such other Corporation at its principal office or agency of a written exercise request and the Exercise Price in lawful money of the Company as it may designate by notice United States of America in writing to the registered Holder at the address of the Holder appearing on the books of the Company) form of a duly executed facsimile wire transfer or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be requiredcheck, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect subject to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodcollection, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of Exercise by wire transfer or cashier’s check drawn on this Warrant, execute and deliver a United States bank unless new Warrant evidencing the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice rights of Exercise. In the event that the Holder is required hereof to make any payments to purchase the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure balance of the Company to pay Warrant Shares purchasable hereunder. Upon receipt by the transfer agentCorporation of an exercise request and representations, together with proper payment of the Exercise Price, at such office, the Holder may deduct shall be deemed to be the holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Corporation shall then be closed or that certificates representing such sums it pays Warrant Shares shall not then be actually delivered to the Holder. The Corporation shall pay any and all transfer agent from fees, documentary stamp or similar issue or transfer taxes payable in respect of the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender issue or delivery of the Warrant to, and receive a replacement Warrant from, Shares.
(b) At any time during the Companyperiod from issuance to expiration (the "Exercise Period"), the Holder shall not be required to physically surrender may, at its option, exchange this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullWarrant, in which casewhole or minimum increments of 50,000 shares (a "Warrant Exchange"), the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing into the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holderdetermined in accordance with this Section (1)(b), by acceptance of surrendering this Warrant, acknowledges and agrees that, by reason Warrant at the principal office of the provisions of this paragraphCompany, following the purchase of accompanied by a portion of the Warrant Shares hereunderwritten notice stating such Holder's intent to effect such exchange, the number of Warrant Shares available for purchase hereunder at any given time 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 the Notice of Exchange is received by the Company or such later date as may be specified in the Notice of Exchange (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 ten (10) 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 Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less than (ii) the amount stated on number of Warrant Shares equal to the face hereofquotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock. Current market value shall be the average closing trading price for the 5 trading day period prior to the Exchange Date.
Appears in 1 contract
Exercise. (a) Exercise Subject to the provisions of the purchase rights represented by this Sections 4, 7 and 8, each Warrant may be made, in whole or in part, exercised to purchase one share of Common Stock at a price (the "Exercise Price") of $7.15 at any time or times during the period (the "Exercise Period") commencing on or after the date (the "Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books Date") of the Company's Prospectus (therefore, commencing on June 4, 1997) of and terminating on a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto date (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i"Expiration Date") two Trading Days following (2) years after the date of exercise as aforesaid or (ii) the Standard Settlement PeriodCompany's Prospectus, therefore, terminating on June 3, 1999), unless extended by a majority vote of the Holder Company's Board of Directors at its discretion. The Company shall deliver the aggregate Exercise Price for promptly notify the Warrant Shares specified in Agent of any extension of the applicable Notice Exercise Period of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of ExerciseWarrants. In the event that the Holder is required A Warrant shall be deemed to make any payments have been exercised immediately prior to the Company’s stock transfer agent in connection with its exercise close of this Warrant resulting from any failure business on the date (the "Exercise Date") of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all for exercise of the Warrant Shares available hereunder Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with payment to the Warrant has been exercised in fullAgent at American Securities Transfer & Trust, Inc., 9▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Corporate Office"), in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the aggregate applicable number Exercise Price, in lawful money of the United States of America. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchasesWarrant Shares as of the close of business on the Exercise Date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and Exercise Price to the exercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall deliver not be obligated to issue any objection to fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Notice Warrant or scrip or cash therefore and such fractional shares shall be of Exercise Form within no value whatsoever. If more than one Trading Day of delivery of such notice. The Warrant shall be exercised at one time by the same Registered Holder, by acceptance the number of this Warrant, acknowledges and agrees that, by reason full Shares which shall be issuable on exercise thereof shall be computed on the basis of the provisions aggregate number of this paragraphfull shares issuable on such exercise. Within thirty days after the Exercise Date, following and in any event prior to the purchase of applicable Expiration Date, pursuant to a portion of Stock Transfer Agreement between the Company and Warrant Agent, the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares available deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the Exercise Price to be promptly made to the order of the Company. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by American Securities Transfer & Trust, Inc. while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for purchase hereunder the Company's use during the Exercise Period. A complete accounting will be made by the Warrant Agent to the Company concerning all persons exercising Warrants, the number of shares issued and the amounts paid at the completion of the Exercise Period. The Company may deem and treat the Registered Holder of the Warrants at any given time may as the absolute owner thereof for all purposes, and the Company shall not be less than affected by any notice to the amount stated contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the face hereofCommon Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to such dividend or other right.
Appears in 1 contract
Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be made, exercised by the Holder in whole full or in part, part at any time or times on or after from time to time during the Initial Exercise Date and on or before exercise period specified in the Termination first paragraph hereof until the Expiration Date by delivery (x) surrendering this Warrant to the Company, (y) giving a subscription form in the form annexed hereto (duly executed by the Holder) to the Company, and (z) making payment, in cash or by certified or official bank check payable to the order of the Company, or by wire transfer of funds to the account of the Company, in either case, in the amount obtained by multiplying (a) the number of shares of Common Stock designated by the Holder in the subscription form by (b) the Purchase Price then in effect. On any partial exercise the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, providing in the aggregate on the face or faces thereof for the purchase of the number of shares of Common Stock for which such other office Warrant or agency of Warrants may still be exercised. The subscription form may be surrendered by telephone line facsimile transmission to such telephone number for the Company as it may designate by notice shall have been specified in writing to the registered Holder at by the address Company; provided, however, that if the subscription form is given to the Company by telephone line facsimile transmission the Holder shall send an original of such subscription form to the Company within ten Business Days after such subscription form is so given to the Company; provided further, however, that any failure or delay on the part of the Holder appearing on in giving such original of any subscription form shall not affect the books of the Company) of a duly executed facsimile validity or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares on which such subscription form is so given by telephone line facsimile transmission. Unless otherwise specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its particular subscription form, each exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein shall be allocated to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises remaining shares issuable upon exercise of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall that have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofearliest Expiration Date.
Appears in 1 contract
Sources: Convertible Note (Zix Corp)
Exercise. (a) Exercise of the purchase rights represented by Holder may exercise this Warrant may be madeWarrant, in whole or in part, at any time or times on or after to purchase the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or vested Underlying Shares in such other office or agency of the Company amounts as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may elected upon surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees thattogether with a duly executed Subscription Form, by reason to the Company at its corporate office, together with the full Underlying Share Purchase Price for each Underlying Share to be purchased, in lawful money of the provisions United States, or by certified check or bank draft payable in United States dollars to the order of the Company and upon compliance with and subject to the conditions set forth herein. Upon receipt of this paragraphWarrant, following the purchase of together with a portion duly executed Subscription Form, and accompanied by payment of the Warrant Shares hereunder, Underlying Share Purchase Price for the number of vested Underlying Shares for which this Warrant is then being exercised, the Company shall, subject to Section 7(b) hereof, cause to be issued and delivered promptly, but in no event later than the third Business Day after the date on which the Company receives this Warrant, the Subscription Form and the Underlying Share Purchase Price, to the Warrant Holder certificates for such shares of Common Stock in such denominations as are requested by the Warrant Holder in the Subscription Form. In case a Warrant Holder shall exercise this Warrant with respect to less than all of the Underlying Shares, the Company will execute a new Warrant, which shall be exercisable for the balance of the Underlying Shares available for purchase hereunder at any given time that may be less than purchased upon exercise of the amount stated unexercised portion of this Warrant and shall deliver such new Warrant to the Warrant Holder. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the face hereofExercise Date, and the Person entitled to receive the vested Underlying Shares and any new Warrant representing the unexercised portion of this Warrant deliverable upon such exercise shall be treated for all purposes as the holder of such Underlying Shares and new Warrant, respectively, upon such exercise as of the close of business on the Exercise Date.
Appears in 1 contract
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form in the form annexed hereto (the “Notice of Exercise”)hereto. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise form be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall shall, but without delaying the Company’s requirement to deliver Warrant Shares on the applicable Warrant Share Delivery Date (as defined below), surrender this Warrant to the Company for cancellation within five Trading Days of as soon as practicable following the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
Appears in 1 contract
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile PDF copy submitted via email (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of one (i1) two Trading Days Day following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company’s stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueForm be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day (1) Business Days of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
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Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the CompanyCompany and the Depositary) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form in the form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of three (i3) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares ADSs specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares ADSs available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares ADSs available hereunder shall have the effect of lowering the outstanding number of Warrant Shares ADSs purchasable hereunder in an amount equal to the applicable number of Warrant Shares ADSs purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares ADSs purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day two (2) Business Days of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares ADSs hereunder, the number of Warrant Shares ADSs available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
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Sources: Warrant to Purchase Ordinary Shares (Kitov Pharmaceuticals Holdings Ltd.)
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date Date, defined as six months following the Effective Date, and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form annexed hereto hereto. Within two (2) Trading Days following the “date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise”)Exercise by wire transfer or cashier’s check drawn on a United States bank. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise form be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchasedPurchased . The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day two (2) Business Days of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
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Exercise. At any time, or from time to time, at or prior to the Expiry Time (athe “Exercise Period”), the Holder may exercise all or any number of whole Warrants represented hereby, upon delivering to the Corporation at its principal office by facsimile or e-mail (or e-mail attachment) noted above a duly completed and executed exercise notice in the form attached hereto as Schedule “B” (the “Exercise Notice”) evidencing the election (which on delivery to the Corporation shall be irrevocable except as provided in Section 2 and 4 hereof) of the purchase rights Holder to exercise the number of Warrants set forth in the Exercise Notice (which shall not be greater than the number of Warrants represented by this Warrant may be madeCertificate as adjusted from time to time pursuant to Sections 5 and 6 of this Warrant Certificate). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(b)) following the date of exercise as aforesaid, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on shall deliver the books of aggregate Exercise Price for the Company) of a duly executed facsimile Warrant Shares specified in the applicable Exercise Notice by wire transfer or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”)cashier’s check payable in United States dollars. No ink-original Exercise Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Exercise Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant Certificate to the Company Corporation until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company Corporation for cancellation within five three (3) Trading Days of the date the final Exercise Notice of Exercise is delivered to the CompanyCorporation. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company Corporation shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company If the Holder is not exercising all Warrants represented by this Warrant Certificate, the Holder shall deliver any objection be entitled to any Notice receive upon the surrender of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance the original of this WarrantWarrant Certificate, acknowledges and agrees thatwithout charge, by reason of the provisions of this paragraph, following the purchase of a portion of the new Warrant Shares hereunder, Certificate representing the number of Warrants which is the difference between the number of Warrants represented by the then original Warrant Shares available for purchase hereunder at any given time may be less than Certificate and the amount stated on the face hereofnumber of Warrants being so exercised.
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Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of three (i3) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares combinations specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares combinations available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares combinations available hereunder shall have the effect of lowering the outstanding number of Warrant Shares combinations purchasable hereunder in an amount equal to the applicable number of Warrant Shares combinations purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares combinations purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares combinations hereunder, the number of Warrant Shares combinations available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
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Exercise. (a) Exercise Subject to the provisions of Sections 4 and 7, the purchase rights represented Warrants, when evidenced by this a Warrant Certificate, may be made, exercised in whole or in part, part at any time during the period (the "Exercise Period") commencing on _______________, 200__ (the "Exercise Date") until ________________, 200___ (the "Warrant Expiration Date", unless extended by a majority vote of the Company's Board of Directors, but in no event after such extended expiration date. The Company shall promptly notify the Warrant Agent and the Registered Holders of any such extension of the Exercise Period. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or times on or after the Initial Exercise Date his attorney duly authorized in writing and on or before the Termination Date by delivery shall be delivered, together with payment therefor, to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto its corporate offices located at 711 S. Carson Str▇▇▇, ▇▇▇▇▇ #▇, Carson City, NV, 89701 (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company"Corporate Office"), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullcash or by official bank or certified check, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of aggregate Exercise Price, in lawful money. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased and deliverable on such exercise shall be treated for all purposes as the date holder of such purchasesWarrant Shares as of the close of business on the Exercise Date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 4 have been satisfied as of the Exercise Date. The Company shall deliver not be obligated to issue any objection to fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Notice Warrant, or scrip or cash therefor, and such fractional shares shall be of Exercise Form within no value whatsoever. If more than one Trading Day of delivery of such notice. The Warrant shall be exercised at one time by the same Registered Holder, by acceptance the number of this Warrant, acknowledges and agrees that, by reason full Shares which shall be issuable on exercise thereof shall be computed on the basis of the provisions aggregate number of this paragraphfull Shares issuable on such exercise. Within thirty (30) days after the Exercise Date and in any event prior to the Expiration Date, following the purchase of a portion of the Warrant Shares hereunderAgent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares available deliverable on such exercise. No adjustment shall be made in respect of cash dividends, if any, on Warrant Shares delivered on exercise of any Warrant. The Company may deem and treat the Registered Holders of the Warrants as he absolute owners thereof for purchase hereunder at all purposes, and the Company shall not be affected by any given time may be less than notice to the amount stated contrary. The Warrants shall not entitle the holders thereof to any of the rights of shareholders or to any dividends declared on the face hereofCommon Stock unless the Registered Holder shall have exercised the Warrants and purchased Shares of Common Stock prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to any such dividend or other rights.
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Exercise. Prior to the exercise of all or any part of this Warrant, -------- Holder shall give thirty (a30) Exercise days prior written notice ("Holder Notice") of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery his intent to exercise to the Company (at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other office or agency of address as the Company as it may shall designate by in a written notice in writing to the registered Holder at hereof. Within five (5) days after receipt of such notice, the address Company shall deliver to Holder: any Prospectus used by the Company during the year in which the Holder Notice is received, together with all supplemental information required to insure that such prospectus does not omit to state or misstate a material fact; its Annual Reports on Form 10-K, if any, for the Company's most recently completed fiscal year; all Quarterly Reports on Form 10- Q, if any, filed by the Company during its current fiscal year; and all Current Reports on Form 8-K, if any, filed by the Company during its current fiscal year. Holder shall have until the thirtieth (30/th/) day from the date of the Holder appearing Notice to rescind such notice. If Holder does not elect to rescind the Holder Notice, then on the books of the Companyor within five (5) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto days after such thirtieth (30/th/) day, Holder shall deliver to Company (the “Notice of Exercise”). No ink-original Notice of "Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of Delivery"): (i) two Trading Days following the date of exercise as aforesaid or this Warrant, (ii) a signed statement indicating the Standard Settlement Periodnumber of Shares to be purchased, and (iii) either (A) a certified check in the Holder shall deliver amount of the aggregate Exercise Price for the Warrant Shares specified or (B) that certain promissory note dated of even date herewith in the applicable Notice original principal amount of Exercise by wire transfer or cashier’s check drawn on $559,125 between the Company and Holder, along with a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of signed statement directing the Company to pay cancel that portion of such promissory note which is equal to the transfer agentExercise Price. Upon receipt of the Exercise Delivery, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant toCompany shall as promptly as practicable, and receive a replacement Warrant fromin any event within fifteen (15) days thereafter, the Company)execute and deliver, the Holder shall not or cause to be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder executed and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of Holder a portion of certificate or certificates for the total number of whole Shares for which this Warrant Shares available hereunder shall have is being exercised. If this Warrant is exercised with respect to less than all of the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and Shares, (i) the Company shall maintain records showing issue a new warrant for the number of remaining shares covered by this Warrant Shares purchased and (ii) if the date of such purchases. The Promissory Note is used to fund the Exercise Price, the Company shall deliver any objection issue a replacement promissory note with an appropriate adjustment to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofprincipal amount.
Appears in 1 contract
Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Issue Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed copy, submitted, delivered or mailed (including by facsimile or .pdf electronic PDF copy submitted by email), to the Company at 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Crescent, Unit #1, Ottawa, Ontario, K2M 2A8 Attention: S▇▇▇ ▇▇▇▇▇▇ and K▇▇▇ ▇▇▇▇▇, email: and (or such alternative email or physical address provided in writing by the Company to the Holder after the date hereof) in substantially the form annexed hereto (the "Notice of Exercise"). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date the Holder delivers the Notice of Exercise Form annexed hereto (as aforesaid, the “Holder shall deliver to the Company the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer, bank drafts or cashier's or certified check drawn on a United States or Canadian bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise form be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder hereunder, and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
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Exercise. The Option Holder (or in the case of the death of the Option Holder, the designated legal representative or heir of the Option Holder) may exercise the NQSOs during the Exercise Period by giving written notice to the [_________________] in the form required by the Committee (“Exercise Notice”). The Exercise Notice must specify the number of Shares to be purchased, which shall be at least 100 unless fewer shares remain unexercised. The exercise date is the date the Exercise Notice is received by the Company. The Exercise Period commences on the Vesting Date and expires at 5:00 p.m., Pacific Time, on the date 10 years after the Grant Date, such later time and date being hereinafter referred to as the “Expiration Date,” subject to earlier expiration in the event of a termination of Service as provided in Section 5. Any NQSOs not exercised as of the close of business on the last day of the Exercise Period shall be cancelled without consideration at that time. The Exercise Notice shall be accompanied by payment in full of the Exercise Price for the Shares being purchased. Payment shall be made: (a) Exercise of the purchase rights represented by this Warrant in cash, which may be madein the form of a check, in whole money order, cashier's check or in partcertified check, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery payable to the Company Company, or (or such other office or agency b) by delivering Shares of the Company as it may designate already owned by notice in writing to the registered Option Holder at the address of the Holder appearing having a Fair Market Value on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect exercise date equal to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price to be paid, or (c) by instructing the Company to withhold Shares otherwise issuable upon the exercise having an aggregate Fair Market Value on the exercise date equal to the aggregate Exercise Price to be paid or (d) by any combination thereof. Payment for the Warrant Shares specified in being purchased upon exercise of the applicable Option may also be made by delivering a properly executed Exercise Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection , together with its exercise a copy of this Warrant resulting from any failure of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total aggregate Exercise Price due. Notwithstanding anything herein to the contrary and applicable tax withholding amounts (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Companyif any), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, event the Holder Shares acquired shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is be delivered to the Company. Partial exercises broker promptly following receipt of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofpayment.
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Sources: Non Qualified Stock Option Award Agreement (Timberland Bancorp Inc)
Exercise. (ai) Exercise of the purchase rights represented by this Each Warrant may be made, in whole or in part, exercised by the Registered Holder thereof at any time or times on or after the Initial Effective Date but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. The Company shall notify Warrant Agent in writing, by facsimile or overnight mail of the Effective Date. Except as provided in paragraph (ii) below for Warrants exercised on the Cut-off Date, a Warrant shall be deemed to have been exercised immediately prior to the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on or before the Termination Date by delivery Exercise Date. Notwithstanding the foregoing, Exercised Warrants received prior to the Company (or such other office or agency of the Company as it may designate by notice in writing Effective Date shall be deemed to the registered Holder at the address of the Holder appearing have been exercised on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or Effective Date.
(ii) Exercised Warrants submitted by Registered Holders (for purposes of this Sub-Section 4(a)(ii), "Exercising Holders") on the Standard Settlement Period, Cut-off Date (as defined below) shall be pro-rated among and accepted for exercise only to the Holder shall deliver extent that the aggregate Exercise Price for Maximum Exercisable Amount is not exceeded on the Cut-off Date. The "Cut-off Date" is the day on which the number of Exercised Warrants submitted to the Warrant Shares specified Agent for exercise would cause the Maximum Exercisable Amount to be exceeded. The number of Exercised Warrants that may be exercised on the Cut-off Date without exceeding the Maximum Exercisable Amount is the "Permissible Exercisable Amount". The Permissible Exercisable Amount shall be pro-rated among all Exercising Holders in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event ratio that the number of Exercised Warrants which an Exercising Holder is required seeks to make any payments exercise bears to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have Exercised Warrants all Exercising Holders seek to exercise received on the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchasedCut-off Date. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date operation of such purchasespro-ration is illustrated as follows:
1. On the Cut-off Date, all Exercising Holders desire to exercise a total of 10,000 Exercised Warrants.
2. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofMaximum Exercisable Amount is 5,000 Warrants.
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Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form in the form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of (i) two three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make No ink-original Notice of Exercise shall be required, nor shall any payments to the Company’s stock transfer agent in connection with its exercise medallion guarantee (or other type of this Warrant resulting from guarantee or notarization) of any failure Notice of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price dueform be required. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.
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Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic via email copy of the Notice of Exercise Form form annexed hereto and, within three (3) Trading Days of the “Notice of Exercise”). No ink-original date said Notice of Exercise shall be requiredis delivered to the Company, nor shall any medallion guarantee (or other type payment of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for of the Warrant Shares specified in the applicable Notice of Exercise shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank unless or, if available, pursuant to the cashless exercise procedure specified in Section 2(c) below is if specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
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Exercise. (1 To provide transfer agent information.
a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company or the Transfer Agent (or such other office or agency of that the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company), as applicable, of (i) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto and (ii) within three (3) Trading Days of the “date said Notice of Exercise”)Exercise is received by the Transfer Agent, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank or, if available, pursuant to the cashless exercise procedure specified in Section 2(c) below. No If this Warrant is held in book-entry form, no ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise form be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company Transfer Agent for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to received by the CompanyTransfer Agent. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company Transfer Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company or the Transfer Agent shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery receipt of such notice. Any reference in this Warrant to the issuance of a certificate or the certificates representing the Warrant Shares shall also be deemed a reference to the book-entry issuance of such Warrant Shares. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. In no event will the Company be required to net cash settle the Warrant.
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Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form form annexed hereto (the a “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee Within three (or other type of guarantee or notarization3) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days (as defined below) following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is available and specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases; provided that the records of the Company, absent manifest error, will be conclusive with respect to the number of Warrant Shares purchasable from time to time hereunder. The Company shall deliver any objection to any Notice of Exercise Form form within one Trading Day three (3) Business Days of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Trading Day means a day on which the principal Trading Market is open for trading, provided, that in the event the Common Stock is not listed or quoted on a Trading Market, then Trading Day shall mean a Business Day. Business Day means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Trading Market means whichever of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, the OTC Bulletin Board or any tier of the OTC Markets Group, Inc. (or any successors to any of the foregoing).
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Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of one (i1) two Trading Days Day following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In Notwithstanding the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of foregoing, this Warrant resulting from may only be exercised for a whole number of Warrant ADSs by a Holder. No fractional ADSs will be issued. No ink-original Notice of Exercise shall be required, nor shall any failure medallion guarantee (or other type of the Company to pay the transfer agentguarantee or notarization) of any Notice of Exercise form be required. No later than one (1) Trading Day following delivery of Notice of Exercise, the Holder may deduct such sums it pays (or by institutions that have accounts with DTC acting on behalf of a Holder in accordance with DTC procedures) shall deliver to the transfer agent from Company the total Exercise Price duefor each Warrant to be exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: Alaska Range Resources LLC 1▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇-▇▇▇ Palmer, AK 99645-6929 Northrim Bank ACH Routing # Account # Any person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant ADSs shall make delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares ADSs available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares ADSs available hereunder shall have the effect of lowering the outstanding number of Warrant Shares ADSs purchasable hereunder in an amount equal to the applicable number of Warrant Shares ADSs purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares ADSs purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares ADSs hereunder, the number of Warrant Shares ADSs available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
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Exercise. (a) Exercise of the purchase rights represented by this This Warrant may be madeexercised one or more times, in whole or in partminimum increments of 50,000 shares (or the balance of the Warrant), at on any time or times on or after the Initial Exercise Date and business day on or before the Termination Date expiration date listed above by delivery presentation and surrender hereof to the Company (or such other Corporation at its principal office or agency of a written exercise request and the payment of the Company as it may designate by notice Exercise Price in writing to the registered Holder at the address lawful money of the Holder appearing on United States of America in the books of the Company) form of a duly executed facsimile wire transfer or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (certified or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price official bank check for the Warrant Shares specified in the applicable Notice exercise request. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Corporation of an exercise request and representations, together with proper payment of the Exercise by wire transfer or cashier’s check drawn on a United States bank unless Price, at such office, the cashless exercise procedure specified in Section 2(c) below is specified in Holder shall be deemed to be the applicable Notice holder of Exercise. In record of the event Warrant Shares, notwithstanding that the Holder is required to make any payments stock transfer books of the Corporation shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Company’s stock Holder. The Corporation shall pay any and all transfer agent fees, documentary stamp or similar issue or transfer taxes payable in connection with its exercise respect of the issue or delivery of the Warrant Shares.
(b) At any time during the period from issuance to expiration of this Warrant resulting from any failure of (the Company to pay the transfer agent"Exercise Period"), the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary may, at its option, exchange this Warrant, (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, in minimum blocks of 100,000 shares being exchanged unless waived by the Company), the Holder shall not be required to physically surrender this (a "Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in fullExchange"), in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing into the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holderdetermined in accordance with this Section (1)(b), by acceptance of surrendering this Warrant, acknowledges and agrees that, by reason Warrant at the principal office of the provisions of this paragraphCompany, following the purchase of accompanied by a portion of the Warrant Shares hereunderwritten notice stating such Holder's intent to effect such exchange, the number of Warrant Shares available for purchase hereunder at any given time 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 the Notice of Exchange is received by the Company or such later date as may be specified in the Notice of Exchange (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 ten (10) 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 Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less than (ii) the amount stated number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock. Current market value shall be the average closing sales price for the 5 trading day period prior to the Exchange Date.
(c) The right to purchase 128,241 of the aggregate of 378,241 Warrant Shares outlined above shall vest and are fully exercisable pursuant to the terms hereof on the face hereofdate of this agreement. The balance of the right to purchase the balance of 250,000 Warrant Shares shall vest and become exercisable only on or after January 23, 2002 and shall further be exercisable only if Hull Capital Corp. is continuing to and is able to provide financial consulting and investment advisory services for an additional year as determined in good faith by the Company's board of directors. The balance shall automatically vest unless the Holder is notified in writing prior to January 23, 2002 that no vesting shall inure to Holder.
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Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or .pdf electronic copy e-mail attachment) of the Notice of Exercise Form in the form annexed hereto (the “Notice of Exercise”)hereto. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise form be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall shall, but without delaying the Company’s requirement to deliver Warrant Shares on the applicable Warrant Share Delivery Date (as defined below), surrender this Warrant to the Company for cancellation within five Trading Days of as soon as practicable following the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one one
(1) Trading Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
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Exercise. (a) Exercise of the purchase rights represented by this 3.1. A Holder may exercise its Warrant may be made, Rights in whole or in part, a series of parts at any time or [during the Exercise Period] by written notice to the Issuer as set out in Schedule 1 to the Warrant Certificate.
3.2. The Issuer undertakes that within [twenty (20) Business Days] of the exercise of any Warrant Right by a Holder in accordance with this Agreement it shall resolve to allot and issue to such Holder the Shares to which such Holder is entitled upon exercise of such Warrant Rights through the execution of a notarial deed of share issue between the Issuer and the Holder against payment of the Exercise Price. The Exercise Price shall be charged against the share premium reserve of the ordinary shares D, if and when, sufficient. If at the time of exercise there is no longer is (suuficient) share premium for the ordinary shares D, the Exercise Price shall be paid by the Holder. 320004333/5717904.5
3.3. The Issuer undertakes at all times to keep available for issue free from pre- emption rights such number of authorised but unissued Shares as the Issuer requires to enable it fully to perform its obligations under the Warrants. 2
3.4. [The Issuer represents and warrants that (i) all its requisite corporate resolutions for the issuance of the Warrants have been obtained and (ii) the issuance of the Warrants by the Issuer will not result in an obligation of the Issuer to make available a prospectus to the public under the Dutch Act on or after Financial Supervision (Wet op het financieel toezicht) 3]
3.5. Warrants which have been exercised in full will be deemed to be cancelled upon such exercise.
3.6. In the Initial Exercise Date and event of a partial exercise of Warrant Rights, the Issuer will, issue a new Warrant Certificate to the relevant Holder for the balance of the Warrants which remain unexpired.
3.7. [Any Warrants which have not been exercised on or before the Termination Date by delivery to the Company (or such other office or agency expiry of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing Exercise Period shall automatically lapse and have no further effect on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Period, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofdate.]
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Sources: Warrant Agreement
Exercise. (a) Exercise Subject to the provisions of Sections 4, 7 and 8, the purchase rights represented Warrants, when evidenced by this a Warrant Certificate, may be madeexercised at a price (the "Exercise Price") set forth in Section 1 hereof, on the basis of one Warrant for one share of Common Stock in whole or in part, part at any time during the period (the "Exercise Period") commencing on _______,1997, or times on or after earlier if so determined by Argent (the "Initial Exercise Date Date") and terminating on or before ______________, 2000 (the Termination Date "Expiration Date"), unless extended by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books a majority vote of the Company) 's Board of a duly executed facsimile or .pdf electronic copy of Directors at its discretion. Notwithstanding the Notice of Exercise Form annexed hereto (foregoing, the “Notice of Exercise”). No ink-original Notice of Exercise shall Argent Warrants will be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be required. Within the earlier of (i) two Trading Days following exercisable commencing on the date of exercise as aforesaid or (ii) their issuance and terminating on the Standard Settlement Period, the Holder Expiration Date. The Company shall deliver the aggregate Exercise Price for promptly notify the Warrant Shares specified in Agent of any such extension of the applicable Notice Exercise Period of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of ExerciseWarrants. In the event that the Holder is required A Warrant shall be deemed to make any payments have been exercised immediately prior to the Company’s stock transfer agent in connection with its exercise close of this Warrant resulting from any failure business on the date (the "Exercise Date") of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all for exercise of the Warrant Shares available hereunder Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with payment to the Warrant has been exercised in fullAgent at 1825 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 444, Denver, CO 80202 (the "Corporate Office"), in which casecash or by official bank or certified check, the Holder shall surrender this Warrant to the Company for cancellation within five Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares purchased. The Holder and may not be issued as provided herein, the Company shall maintain records showing person entitled to receive the number of Warrant Shares purchased deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. In addition, Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, pursuant to a Stock Transfer Agreement between the Company and the date Warrant Agent, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such purchasesexercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall deliver any objection cause payment of an amount in cash equal to any Notice the Exercise Price to be promptly made to the order of Exercise Form within one Trading Day of the Company. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of such noticeexercised share certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. The Holder, A detailed accounting statement relating to the number of Warrants exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for the Company's use during the Exercise Period. A complete accounting will be made by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunderAgent to the Company concerning all persons exercising Warrants, the number of Warrant Shares available for purchase hereunder issued and the amounts paid at the completion of the Exercise Period. The Company may deem and treat the Registered Holder of the Warrants at any given time may as the absolute owner thereof for all purposes, and the Company shall not be less than affected by any notice to the amount stated contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the face hereofCommon Stock unless the holder shall have exercised the Warrants and purchased the Warrant Shares prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to such dividend or other right.
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Exercise. (a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery via email to the Company at ________________.com and to the registered office provider of the Company at _______________.com (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the CompanyCompany and the transfer agent of the Company (the “Transfer Agent”)) of a duly executed facsimile or .pdf electronic scanned copy of the Notice of Exercise Form in the form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of three (i3) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless or, if available, pursuant to the cashless exercise procedure specified in Section 2(c) 2.3 below is if specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price due. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading Day two (2) Business Days of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
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Exercise. (a) Exercise of the purchase rights represented by this A Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or .pdf electronic copy of the Notice of Exercise Form annexed hereto (the “Notice of Exercise”). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of or with respect to any Notice of Exercise be requiredhereto. Within the earlier of five (i5) two Trading Days following the date of exercise as aforesaid or (ii) the Standard Settlement Periodaforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. In the event that the Holder is required to make any payments to the Company’s stock transfer agent in connection with its exercise of this Warrant resulting from any failure of the Company to pay the transfer agent, the Holder may deduct such sums it pays the transfer agent from the total Exercise Price duebank. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company)contrary, the Holder shall not be required to physically surrender this A Warrant to the Company until the Holder has purchased all of the A Warrant Shares available hereunder and the A Warrant has been exercised in full, in which case, the Holder shall surrender this A Warrant to the Company for cancellation within five three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this A Warrant resulting in purchases of a portion of the total number of A Warrant Shares available hereunder shall have the effect of lowering the outstanding number of A Warrant Shares purchasable hereunder in an amount equal to the applicable number of A Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of A Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one Trading (1) Business Day of delivery receipt of such notice. The HolderHolder and any assignee, by acceptance of this the A Warrant, acknowledges acknowledge and agrees agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the A Warrant Shares hereunder, the number of A Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
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