Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 18 contracts
Sources: Securities Purchase Agreement (PetroAlgae Inc.), Securities Purchase Agreement (PetroAlgae Inc.), Warrant Agreement (PetroAlgae Inc.)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) --------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 13 contracts
Sources: Common Stock Purchase Warrant (Epixtar Corp), Warrant Agreement (Secured Digital Applications Inc), Warrant Agreement (Secured Digital Applications Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) ------ A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 7 contracts
Sources: Common Stock Purchase Warrant (National Investment Managers Inc.), Warrant Agreement (Ams Health Sciences Inc), Common Stock Purchase Warrant (Able Energy Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) --------- --------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 7 contracts
Sources: Warrant Agreement (Synergy Brands Inc), Warrant Agreement (Veridium Corp), Warrant Agreement (Synergy Brands Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 7 contracts
Sources: Warrant Agreement (Island Pacific Inc), Warrant Agreement (Inyx Inc), Warrant Agreement (Inyx Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 6 contracts
Sources: Warrant Agreement (Continental Fuels, Inc.), Warrant Agreement (Innovative Companies Inc), Warrant Agreement (Innovative Companies Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 5 contracts
Sources: Common Stock Purchase Warrant (Digital Recorders Inc), Warrant Agreement (Small World Kids Inc), Warrant Agreement (Iwt Tesoro Corp)
Exercise. (a) Payment may This Retention Option shall be made either (i) in cash of immediately available funds or by certified or official bank check payable exercised, as to the order vested shares, by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Exhibit A hereto, (b) a check or cash in the amount of the Company equal Exercise Price of the Shares covered by the notice, unless Recipient elects to exercise the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon cashless exercise of this Warrant in accordance with the formula option set forth in subsection (bSection 6(b) below, in which case no payment will be required (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (iiic) a written investment representation as provided for in Section 13 hereof. This Retention Option shall not be assignable or transferable, except by a combination will or by the laws of any of the foregoing methodsdescent and distribution, for the number of Common Shares specified in such Exercise Notice (as such exercise number and shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (exercisable only by Recipient during his or Other Securities) determined as provided hereinher lifetime.
(b) Notwithstanding any provisions Anything herein to the contrarycontrary notwithstanding, if to the Fair Market Value extent vested the Retention Option may also be exercised at such time by means of one share of Common Stock is greater than a “cashless exercise” in which the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect Recipient shall be entitled to receive shares a certificate for the number of Shares equal to the value quotient obtained by dividing [(as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AA-B) A Where X = (X)] by (A), where:
(A) equals the number average of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share closing price of the Company’s Common Stock, as reported (in order of priority) on the OTC Bulletin Board; or if the Common Stock is not then quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (at or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and the Company, the fees and expenses of which shall be paid by the Company for the three (3) Trading Days immediately preceding the date of such calculationelection;
(B) B = equals the Exercise Price per share of the Retention Option, as adjusted; and
(X) equals the number of Shares issuable upon exercise of this Retention Option in accordance with the terms of this Retention Option by means of a cash exercise rather than a cashless exercise (or, if the Retention Option is being exercised only as adjusted to a portion of the date shares as to which it has vested, the portion of such the Retention Options being exercised at the time the cashless exercise is made pursuant to this Section 6). For purposes of this calculation):
Appears in 5 contracts
Sources: Employment Agreement (New Energy Technologies, Inc.), Nonstatutory Stock Option Agreement (New Energy Technologies, Inc.), Employment Agreement (New Energy Technologies, Inc.)
Exercise. (a) Payment may These Options shall be made either (i) in cash of immediately available funds or by certified or official bank check payable exercised, as to the order vested shares, by delivery to the Company of (a) written notice of exercise stating the number of Option Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Exhibit A hereto, (b) a check or cash in the amount of the Company equal Exercise Price of the Option Shares covered by the notice, unless Recipient elects to exercise the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon cashless exercise of this Warrant in accordance with the formula option set forth in subsection (bSection 6(b) below, in which case no payment will be required (or (iii) such other consideration as has been approved by a combination the Board of any Directors consistent with the Plan). These Options shall are not assignable or transferable, except by will or by the laws of the foregoing methodsdescent and distribution, for the number of Common Shares specified in such Exercise Notice (as such exercise number and shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (exercisable only by Recipient during his or Other Securities) determined as provided hereinher lifetime.
(b) Notwithstanding any provisions Anything herein to the contrarycontrary notwithstanding, if to the Fair Market Value of one share of Common Stock is greater than extent and only to the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashextent vested, the Holder Options may elect also be exercised (as to the Option Shares vested) at such time by means of a “cashless exercise” in which the Recipient shall be entitled to receive shares a certificate for the number of Option Shares equal to the value quotient obtained by dividing: [(as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AA-B) A Where X = (X)] by (A), where:
(A) equals the number average of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share closing price of the Company’s Common Stock, as reported (in order of priority) on the Trading Market on which the Company’s Common Stock is then listed or quoted for trading on the Trading Date preceding the date of the election to exercise; or, if the Company’s Common Stock is not then listed or traded on a Trading Market, then the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Recipient and the Company, the fees and expenses of which shall be paid by the Company for the three (at 3) Trading Days immediately preceding the date of such calculationelection;
(B) B = equals the Exercise Price per share (of the Option, as adjusted from time to time in accordance herewith; and
(X) equals the date number of such calculationvested Option Shares issuable upon exercise of these Options in accordance with the terms of the Options by means of a cash exercise rather than a cashless exercise (or, if the Option is being exercised only as to a portion of the shares as to which it has vested, the portion of the Options being exercised at the time the cashless exercise is made pursuant to this Section 6). For purposes of this Agreement:
Appears in 5 contracts
Sources: Nonstatutory Stock Option Agreement (Armada Oil, Inc.), Nonstatutory Stock Option Agreement (Armada Oil, Inc.), Nonstatutory Stock Option Agreement (Armada Oil, Inc.)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth below in subsection (b) belowthis Section 2.2, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) --------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 4 contracts
Sources: Warrant Agreement (Fast Eddie Racing Stables Inc), Warrant Agreement (Science Dynamics Corp), Warrant Agreement (Netguru Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 4 contracts
Sources: Warrant Agreement (Sequiam Corp), Warrant Agreement (Certified Services Inc), Common Stock Purchase Warrant (Home Solutions of America Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= X = Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 4 contracts
Sources: Warrant Agreement (PetroAlgae Inc.), Warrant Agreement (PetroAlgae Inc.), Warrant Agreement (PetroAlgae Inc.)
Exercise. (a) Payment may be made either in (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) --- A --------- Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, exercised the portion of this the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the B= Exercise Price per share (as adjusted to the date of such calculation)
3. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
Appears in 4 contracts
Sources: Warrant Agreement (Benacquista Galleries Inc), Warrant Agreement (Benacquista Galleries Inc), Warrant Agreement (Wine Purveyors International)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 4 contracts
Sources: Common Stock Purchase Warrant (Accentia Biopharmaceuticals Inc), Warrant Agreement (Accentia Biopharmaceuticals Inc), Warrant Agreement (Accentia Biopharmaceuticals Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth below in subsection (b) belowthis Section 2.2, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 3 contracts
Sources: Warrant Agreement (Science Dynamics Corp), Common Stock Purchase Warrant (Science Dynamics Corp), Common Stock Purchase Warrant (Science Dynamics Corp)
Exercise. (a) Payment may be made in cash by wire transfer of immediately available funds to an account designated in writing by the Company, or by certified or official bank check payable to the order of the Company equal to the Aggregate Exercise Price for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding the provisions of subsection (a) above to the contrary, if at the time the Holder exercises this Warrant a registration statement covering the Common Stock issuable to the Holder upon exercise of this Warrant shall not be effective under the Securities Act (as hereafter defined) in respect of such Common Stock, payment may be made, in the Holder’s discretion, either (i) in cash by wire transfer of immediately available funds to an account designated in writing by the Company or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (bc) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(c) In accordance with subsection (b) Notwithstanding any provisions herein to the contraryabove, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= _Y(A-B) )_ A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 3 contracts
Sources: Warrant Agreement (Biovie Inc.), Warrant Agreement (Biovie Inc.), Securities Purchase Agreement (Biovie Inc.)
Exercise. (a) Payment may be made either (i) in cash by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Shares Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 3 contracts
Sources: Warrant Agreement (General Environmental Management, Inc), Warrant Agreement (General Environmental Management, Inc), Common Stock Purchase Warrant (Silicon Mountain Holdings, Inc.)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) ----- A ------- Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the B= Exercise Price per share (as adjusted to the date of such calculation)
Appears in 3 contracts
Sources: Warrant Agreement (Jmar Technologies Inc), Warrant Agreement (Jmar Technologies Inc), Warrant Agreement (Jmar Technologies Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 3 contracts
Sources: Warrant Agreement (Elinear Inc), Common Stock Purchase Warrant (Elinear Inc), Common Stock Purchase Warrant (Elinear Inc)
Exercise. (a) Payment may be made either in (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the B= Exercise Price per share (as adjusted to the date of such calculation)
Appears in 3 contracts
Sources: Warrant Agreement (Stockeryale Inc), Warrant Agreement (Transgenomic Inc), Warrant Agreement (Transgenomic Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth below in subsection (b) belowthis Section 2.2, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 3 contracts
Sources: Warrant Agreement (Mint Leasing Inc), Warrant Agreement (Mint Leasing Inc), Warrant Agreement (InterMetro Communications, Inc.)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Shares Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 3 contracts
Sources: Warrant Agreement (Axeda Systems Inc), Warrant Agreement (Coach Industries Group Inc), Warrant Agreement (Axeda Systems Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth below in subsection (b) belowthis Section 2.2, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 3 contracts
Sources: Common Stock Purchase Warrant (Science Dynamics Corp), Common Stock Purchase Warrant (Science Dynamics Corp), Warrant Agreement (Bp International Inc)
Exercise. (a) Payment for the shares of Common Stock subject to this Warrant may be made either in (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)Where:
Appears in 3 contracts
Sources: Warrant Agreement (Stockeryale Inc), Warrant Agreement (Stockeryale Inc), Warrant Agreement (Stockeryale Inc)
Exercise. (a) Payment may be made either in (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) --- A Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the B= Exercise Price per share (as adjusted to the date of such calculation)
3. Adjustment for Reorganization, Consolidation, Merger, etc.
Appears in 3 contracts
Sources: Warrant Agreement (Qt 5 Inc), Warrant Agreement (Qt 5 Inc), Common Stock Purchase Warrant (Qt 5 Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth below, (iii) by application of amounts due to the Holder under and in subsection accordance with the terms of the Seven Percent (b7%) belowConvertible Note dated the date hereof issued by the Company to the Holder (the “Note”), or (iiiiv) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 3 contracts
Sources: Common Stock Purchase Warrant (Bio Key International Inc), Common Stock Purchase Warrant (Bio Key International Inc), Common Stock Purchase Warrant (Bio Key International Inc)
Exercise. (a) Payment may These Options shall be made either (i) in cash of immediately available funds or by certified or official bank check payable exercised, as to the order vested shares, by delivery to the Company of (a) written notice of exercise stating the number of Option Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Exhibit A hereto, (b) a check or cash in the amount of the Company equal Exercise Price of the Option Shares covered by the notice, unless Recipient elects to exercise the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon cashless exercise of this Warrant in accordance with the formula option set forth in subsection (bSection 6(b) below, in which case no payment will be required (or (iii) such other consideration as has been approved by a combination the Board of any Directors consistent with the Plan). These Options shall are not assignable or transferable, except by will or by the laws of the foregoing methodsdescent and distribution, for the number of Common Shares specified in such Exercise Notice (as such exercise number and shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (exercisable only by Recipient during his or Other Securities) determined as provided hereinher lifetime.
(b) Notwithstanding any provisions Anything herein to the contrarycontrary notwithstanding, if to the Fair Market Value of one share of Common Stock is greater than extent and only to the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashextent vested, the Holder Options may elect also be exercised (as to the Option Shares vested) at such time by means of a “cashless exercise” in which the Recipient shall be entitled to receive shares a certificate for the number of Option Shares equal to the value quotient obtained by dividing : [(as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AA-B) A Where X = (X)] by (A) , where:
(A) equals the number average of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share closing price of the Company’s Common Stock, as reported (in order of priority) on the Trading Market on which the Company’s Common Stock is then listed or quoted for trading on the Trading Date preceding the date of the election to exercise; or, if the Company’s Common Stock is not then listed or traded on a Trading Market, then the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Recipient and the Company, the fees and expenses of which shall be paid by the Company for the three (at 3) Trading Days immediately preceding the date of such calculationelection;
(B) B = equals the Exercise Price per share (of the Option, as adjusted from time to the date of such calculation)time in accordance herewith; and
Appears in 3 contracts
Sources: Nonstatutory Stock Option Agreement (New Energy Technologies, Inc.), Nonstatutory Stock Option Agreement (New Energy Technologies, Inc.), Nonstatutory Stock Option Agreement (New Energy Technologies, Inc.)
Exercise. (a) Payment may be made either in (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) --- A --------- Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the B= Exercise Price per share (as adjusted to the date of such calculation)
3. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
Appears in 3 contracts
Sources: Warrant Agreement (Netguru Inc), Warrant Agreement (Netguru Inc), Warrant Agreement (Netguru Inc)
Exercise. (a) Payment may be made either (i) in cash by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable issuable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Shares Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 3 contracts
Sources: Warrant Agreement (Sten Corp), Warrant Agreement (Sten Corp), Warrant Agreement (Sten Corp)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 3 contracts
Sources: Warrant Agreement (PetroAlgae Inc.), Warrant Agreement (PetroAlgae Inc.), Warrant Agreement (PetroAlgae Inc.)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant); provided, however, that if at the time of delivery of an Exercise Notice the shares of Common Stock to be issued upon payment of the Exercise Price have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are covered by an effective registration statement under the Securities Act, payment of the Exercise Price may only be made pursuant to clause (i) above and may not be made pursuant to clause (ii) or (iii) above. Upon receipt by the Company of an Exercise Notice and proper payment of the aggregate Exercise Price, the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice Notice, in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 3 contracts
Sources: Warrant Agreement (Front Porch Digital Inc), Warrant Agreement (Incentra Solutions, Inc.), Warrant Agreement (Incentra Solutions, Inc.)
Exercise. (a) Payment may be made either (i) in cash by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AY (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)) Notwithstanding anything to the contrary contained herein, the Holder hereby agrees that it may not utilize this cashless exercise provision during the period on and after the Issue Date and prior to the date that is the six month anniversary of the Issue Date.
Appears in 3 contracts
Sources: Warrant Agreement (Applied Digital Solutions Inc), Warrant Agreement (Applied Digital Solutions Inc), Warrant Agreement (Applied Digital Solutions Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) belowWarrant, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (Paincare Holdings Inc), Warrant Agreement (Paincare Holdings Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) --------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (Centurion Gold Holdings Inc), Warrant Agreement (Axeda Systems Inc)
Exercise. (a) Payment may be made in cash by wire transfer of immediately available funds to an account designated in writing by the Company, or by certified or official bank check payable to the order of the Company equal to the Aggregate Exercise Price for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding the provisions of subsection (a) above to the contrary, if at the time the Holder exercises this Warrant a registration statement covering the Common Stock issuable to the Holder upon exercise of this Warrant shall not be effective under the Securities Act (as hereafter defined) in respect of such Common Stock, payment may be made, in the Holder’s discretion, either (i) in cash by wire transfer of immediately available funds to an account designated in writing by the Company or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (bc) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(c) In accordance with subsection (b) Notwithstanding any provisions herein to the contraryabove, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Securities Purchase Agreement (Biovie Inc.), Warrant Agreement (Biovie Inc.)
Exercise. (a) Payment may These Options shall be made either (i) in cash of immediately available funds or by certified or official bank check payable exercised, as to the order vested shares, by delivery to the Company of (a) written notice of exercise stating the number of Option Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Exhibit A hereto, (b) a check or cash in the amount of the Company equal Exercise Price of the Option Shares covered by the notice, unless Recipient elects to exercise the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon cashless exercise of this Warrant in accordance with the formula option set forth in subsection (bSection 6(b) below, in which case no payment will be required (or (iii) such other consideration as has been approved by a combination the Board of any Directors consistent with the Plan). These Options shall are not assignable or transferable, except by will or by the laws of the foregoing methodsdescent and distribution, for the number of Common Shares specified in such Exercise Notice (as such exercise number and shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (exercisable only by Recipient during his or Other Securities) determined as provided hereinher lifetime.
(b) Notwithstanding any provisions Anything herein to the contrarycontrary notwithstanding, if to the Fair Market Value of one share of Common Stock is greater than extent and only to the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashextent vested, the Holder Options may elect also be exercised (as to the Option Shares vested) at such time by means of a “cashless exercise” in which the Recipient shall be entitled to receive shares a certificate for the number of Option Shares equal to the value quotient obtained by dividing : [(as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AA-B) A Where X = (X)] by (A) , where:
(A) equals the number average of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share closing price of the Company’s Common Stock, as reported (in order of priority) on the Trading Market on which the Company’s Common Stock is then listed or quoted for trading on the Trading Date preceding the date of the election to exercise; or, if the Company’s Common Stock is not then listed or traded on a Trading Market, then the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Recipient and the Company, the fees and expenses of which shall be paid by the Company for the three (at 3) Trading Days immediately preceding the date of such calculationelection;
(B) B = equals the Exercise Price per share (of the Option, as adjusted from time to time in accordance herewith; and
(X) equals the date number of such calculationvested Option Shares issuable upon exercise of these Options in accordance with the terms of the Options by means of a cash exercise rather than a cashless exercise (or, if the Option is being exercised only as to a portion of the shares as to which it has vested, the portion of the Options being exercised at the time the cashless exercise is made pursuant to this Section 6). For purposes of this Agreement:
Appears in 2 contracts
Sources: Nonstatutory Stock Option Agreement (New Energy Technologies, Inc.), Nonstatutory Stock Option Agreement (New Energy Technologies, Inc.)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) ----- A Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the B= Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Note Purchase Agreement (Critical Home Care Inc), Note Purchase Agreement (Critical Home Care Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) -------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (Island Pacific Inc), Common Stock Purchase Warrant (Dyntek Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) ----- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Bam Entertainment Inc), Warrant Agreement (Host America Corp)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AY (A-B) --------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Securities Purchase Agreement (Bio Key International Inc), Securities Purchase Agreement (Bio Key International Inc)
Exercise. (a) Payment may These Options shall be made either (i) in cash of immediately available funds or by certified or official bank check payable exercised, as to the order vested shares, by delivery to the Company of (a) written notice of exercise stating the number of Option Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Exhibit A hereto, (b) a check or cash in the amount of the Company equal Exercise Price of the Option Shares covered by the notice, unless Recipient elects to exercise the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon cashless exercise of this Warrant in accordance with the formula option set forth in subsection (bSection 6(b) below, in which case no payment will be required (or (iii) such other consideration as has been approved by a combination the Board consistent with the Plan). These Options shall are not assignable or transferable, except by will or by the laws of any of the foregoing methodsdescent and distribution, for the number of Common Shares specified in such Exercise Notice (as such exercise number and shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (exercisable only by Recipient during his or Other Securities) determined as provided hereinher lifetime.
(b) Notwithstanding any provisions Anything herein to the contrarycontrary notwithstanding, if to the Fair Market Value of one share of Common Stock is greater than extent and only to the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashextent vested, the Holder Options may elect also be exercised (as to the Option Shares vested) at such time by means of a “cashless exercise” in which the Recipient shall be entitled to receive shares a certificate for the number of Option Shares equal to the value quotient obtained by dividing: [(as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AA-B) A Where X = (X)] by (A), where:
(A) equals the number average of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share closing price of the Company’s Common Stock, as reported (in order of priority) on the Trading Market on which the Company’s Common Stock (at is then listed or quoted for trading on the Trading Date preceding the date of such calculationthe election to exercise; or, if the Company’s Common Stock is not then listed or traded on a Trading Market, then the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Recipient and the Company, the fees and expenses of which shall be paid by the Company;
(B) B = equals the Exercise Price per share (of the Option, as adjusted from time to time in accordance herewith; and
(X) equals the date number of such calculationvested Option Shares issuable upon exercise of these Options in accordance with the terms of the Options by means of a cash exercise rather than a cashless exercise (or, if the Option is being exercised only as to a portion of the shares as to which it has vested, the portion of the Options being exercised at the time the cashless exercise is made pursuant to this Section 6). For purposes of this Agreement:
Appears in 2 contracts
Sources: Nonstatutory Stock Option Agreement (Janus Resources, Inc.), Nonstatutory Stock Option Agreement (Janus Resources, Inc.)
Exercise. (a) Payment may be made either in (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Shares Stock specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the B= Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (Numerex Corp /Pa/), Warrant Agreement (Numerex Corp /Pa/)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) --- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (Universal Automotive Industries Inc /De/), Common Stock Purchase Warrant (Inyx Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Securities Purchase Agreement (Mitek Systems Inc), Warrant Agreement (Inyx Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Warrant Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (Verso Technologies Inc), Warrant Agreement (Verso Technologies Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Securities Purchase Agreement (Petrol Oil & Gas Inc), Warrant Agreement (Host America Corp)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if (a) the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), (b) an effective registration statement filed pursuant to that certain Registration Rights Agreement entered into by the Company and Holder dated as of the date hereof, as the same may be amended, modified and/or Warrant supplemented from time to time (the “Registration Rights Agreement”), is not available for the resale of all of the shares of Common Stock issuable upon exercise of this Warrant at the time a properly endorsed Exercise Notice is delivered to the Company, and (c) such Exercise Notice is delivered on or after the one-year anniversary of the Issue Date, in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (Verso Technologies Inc), Warrant Agreement (Verso Technologies Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) ----- A --------- Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the B= Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (Jmar Technologies Inc), Warrant Agreement (Jmar Technologies Inc)
Exercise. (a) Payment may be made either (i) in cash by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Shares Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)) Notwithstanding anything to the contrary set forth in Section 2.2(a) above, to the extent that a registration statement registering all the shares of Common Stock of the Company issuable upon exercise of this Warrant (i) has not been declared effective by the Securities and Exchange Commission within one year from the date hereof and (ii) remains effective as of the date of the proposed exercise set forth in an Exercise Notice, the Holder shall upon such proposed exercise, make payment to the Company of each respective Exercise Price set forth in such Exercise Notice in cash by wire transfer of immediately available funds or by certified or official bank check only.
Appears in 2 contracts
Sources: Warrant Agreement (NewMarket Technology Inc), Warrant Agreement (NewMarket Technology Inc)
Exercise. (a) To exercise this Warrant, the Holder must deliver a duly completed Exercise Note in the form of Exhibit A hereto, and payment therefor to the Company. Promptly upon exercise of this Warrant, the Holder must deliver the original Warrant to the Company. Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under selecting this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)Section
Appears in 2 contracts
Sources: Warrant Agreement (Path 1 Network Technologies Inc), Warrant Agreement (Path 1 Network Technologies Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Bio Key International Inc), Warrant Agreement (Micro Component Technology Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)) Notwithstanding anything to the contrary set forth in Section 2.2(a) above, to the extent that a registration statement registering all the shares of Common Stock of the Company issuable upon exercise of this Warrant has been declared effective by the Securities and Exchange Commission and remains effective as of the date of the proposed exercise set forth in an Exercise Notice, the Holder shall upon such proposed exercise, make payment to the Company of each respective Exercise Price set forth in such Exercise Notice in cash by wire transfer of immediately available funds or by certified or official bank check only.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Jmar Technologies Inc), Warrant Agreement (Jmar Technologies Inc)
Exercise. (a) Payment may be made either (i) in cash by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (Applied Digital Solutions Inc), Warrant Agreement (Digital Angel Corp)
Exercise. (a) Payment If a registration statement is effective and the Registered Holder may sell its shares of Company Common Stock upon exercise hereof thereunder, this Warrant may be exercisable in whole or in part for cash only as set forth in Section 1 above. If no such Registration Statement is available, payment upon exercise may be made at the option of the Registered Holder either in (i) in cash of immediately available funds or by certified or official bank certified cashier’s check payable to the order of the Company (or wire transfer of immediately available funds), in lawful money of the United States equal to the applicable aggregate Exercise PricePrice payable in respect of the number of shares of Common Stock purchased upon such exercise, (ii) on a “cashless” exercise basis by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable issuable upon exercise of this Warrant the Warrants in accordance with the formula set forth in subsection Section (b) below, below or (iii) by a combination of any of the foregoing methods, for the number of Common Shares common shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Registered Holder per the terms of this Warrant) and the Registered Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, upon consent of the Company, the Registered Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcancelled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise Notice form in which event the Company shall issue to the Registered Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) A Where X = X= the number of shares of Common Stock to be issued to the Registered Holder Y = Y= the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the B= Exercise Price per share (as adjusted to the date of such calculation)
(c) The Registered Holder may not employ the cashless exercise feature described above at any time that the Common Stock to be issued upon exercise is included for unrestricted resale in an effective registration statement.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (SUBAYE.COM, Inc.), Common Stock Purchase Warrant (SUBAYE.COM, Inc.)
Exercise. (a) Payment may This Option shall be made either (i) in cash of immediately available funds or by certified or official bank check payable exercised, as to the order vested shares, by delivery to the Company of (a) written notice of exercise stating the number of Option Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Exhibit A hereto, (b) a check or cash in the amount of the Company equal Exercise Price of the Option Shares covered by the notice, unless Recipient elects to exercise the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon cashless exercise of this Warrant in accordance with the formula option set forth in subsection (bSection 6(b) below, in which case no payment will be required (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (iiic) a written investment representation as provided for in Section 13 hereof. This Option shall not be assignable or transferable, except by a combination will or by the laws of any of the foregoing methodsdescent and distribution, for the number of Common Shares specified in such Exercise Notice (as such exercise number and shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (exercisable only by Recipient during his or Other Securities) determined as provided hereinher lifetime.
(b) Notwithstanding any provisions Anything herein to the contrarycontrary notwithstanding, if to the Fair Market Value of one share of Common Stock is greater than extent and only to the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashextent vested, the Holder Option may elect also be exercised (as to the Option Shares vested) at such time by means of a “cashless exercise” in which the Recipient shall be entitled to receive shares a certificate for the number of Option Shares equal to the value quotient obtained by dividing [(as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AA-B) A Where X = (X)] by (A), where:
(A) equals the number average of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share closing price of the Company’s Common Stock, as reported (in order of priority) on the Trading Market on which the Company’s Common Stock is then listed or quoted for trading on the Trading Date preceding the date of the election to exercise; or, if the Company’s Common Stock is not then listed or traded on a Trading Market, then the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Recipient and the Company, the fees and expenses of which shall be paid by the Company for the three (at 3) Trading Days immediately preceding the date of such calculationelection;
(B) B = equals the Exercise Price per share (of the Option, as adjusted from time to the date of such calculation)time in accordance herewith; and
Appears in 2 contracts
Sources: Employment Agreement (New Energy Technologies, Inc.), Employment Agreement (New Energy Technologies, Inc.)
Exercise. (a) Payment may These Options shall be made either (i) in cash of immediately available funds or by certified or official bank check payable exercised, as to the order vested shares, by delivery to the Company of (a) written notice of exercise stating the number of Option Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Exhibit A hereto, (b) a check or cash in the amount of the Company equal Exercise Price of the Option Shares covered by the notice, unless Recipient elects to exercise the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon cashless exercise of this Warrant in accordance with the formula option set forth in subsection (bSection 6(b) below, in which case no payment will be required (or (iii) such other consideration as has been approved by a combination the Board of any Directors consistent with the Plan). These Options shall are not assignable or transferable, except by will or by the laws of the foregoing methodsdescent and distribution, for the number of Common Shares specified in such Exercise Notice (as such exercise number and shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (exercisable only by Recipient during his or Other Securities) determined as provided hereinher lifetime. .
(b) Notwithstanding any provisions Anything herein to the contrarycontrary notwithstanding, if to the Fair Market Value of one share of Common Stock is greater than extent and only to the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashextent vested, the Holder Options may elect also be exercised (as to the Option Shares vested) at such time by means of a “cashless exercise” in which the Recipient shall be entitled to receive shares a certificate for the number of Option Shares equal to the value quotient obtained by dividing [(as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AA-B) A Where X = (X)] by (A), where:
(A) equals the number average of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share closing price of the Company’s Common Stock, as reported (in order of priority) on the Trading Market on which the Company’s Common Stock is then listed or quoted for trading on the Trading Date preceding the date of the election to exercise; or, if the Company’s Common Stock is not then listed or traded on a Trading Market, then the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Recipient and the Company, the fees and expenses of which shall be paid by the Company for the three (at 3) Trading Days immediately preceding the date of such calculationelection;
(B) B = equals the Exercise Price per share (of the Option, as adjusted from time to the date of such calculation)time in accordance herewith; and
Appears in 2 contracts
Sources: At Will Employment Agreement (New Energy Technologies, Inc.), Nonstatutory Stock Option Agreement (New Energy Technologies, Inc.)
Exercise. (a) Payment may These Options shall be made either (i) in cash of immediately available funds or by certified or official bank check payable exercised, as to the order vested shares, by delivery to the Company of (a) written notice of exercise stating the number of Option Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Exhibit A hereto, (b) a check or cash in the amount of the Company equal Exercise Price of the Option Shares covered by the notice, unless Recipient elects to exercise the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon cashless exercise of this Warrant in accordance with the formula option set forth in subsection (bSection 6(b) below, in which case no payment will be required (or (iii) such other consideration as has been approved by a combination the Board of any Directors consistent with the Plan). These Options shall are not assignable or transferable, except by will or by the laws of the foregoing methodsdescent and distribution, for the number of Common Shares specified in such Exercise Notice (as such exercise number and shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (exercisable only by Recipient during his or Other Securities) determined as provided hereinher lifetime.
(b) Notwithstanding any provisions Anything herein to the contrarycontrary notwithstanding, if to the Fair Market Value of one share of Common Stock is greater than extent and only to the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashextent vested, the Holder Options may elect also be exercised (as to the Option Shares vested) at such time by means of a “cashless exercise” in which the Recipient shall be entitled to receive shares a certificate for the number of Option Shares equal to the value quotient obtained by dividing: [(as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AA-B) A Where X = (X)] by (A), where:
(A) equals the number average of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share closing price of the Company’s Common Stock, as reported (in order of priority) on the Trading Market on which the Company’s Common Stock (at is then listed or quoted for trading on the Trading Date preceding the date of such calculationthe election to exercise; or, if the Company’s Common Stock is not then listed or traded on a Trading Market, then the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Recipient and the Company, the fees and expenses of which shall be paid by the Company;
(B) B = equals the Exercise Price per share (of the Option, as adjusted from time to time in accordance herewith; and
(X) equals the date number of such calculationvested Option Shares issuable upon exercise of these Options in accordance with the terms of the Options by means of a cash exercise rather than a cashless exercise (or, if the Option is being exercised only as to a portion of the shares as to which it has vested, the portion of the Options being exercised at the time the cashless exercise is made pursuant to this Section 6). For purposes of this Agreement:
Appears in 2 contracts
Sources: Stock Option Agreement (New Energy Technologies, Inc.), Stock Option Agreement (New Energy Technologies, Inc.)
Exercise. (a) Payment may These Options shall be made either (i) in cash of immediately available funds or by certified or official bank check payable exercised, as to the order vested shares, by delivery to the Company of (a) written notice of exercise stating the number of Option Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Exhibit A hereto, (b) a check or cash in the amount of the Company equal Exercise Price of the Option Shares covered by the notice, unless Recipient elects to exercise the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon cashless exercise of this Warrant in accordance with the formula option set forth in subsection (bSection 6(b) below, in which case no payment will be required (or (iii) such other consideration as has been approved by a combination the Board of any Directors consistent with the Plan). These Options shall are not assignable or transferable, except by will or by the laws of the foregoing methodsdescent and distribution, for the number of Common Shares specified in such Exercise Notice (as such exercise number and shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (exercisable only by Recipient during his or Other Securities) determined as provided hereinher lifetime.
(b) Notwithstanding any provisions Anything herein to the contrarycontrary notwithstanding, if to the Fair Market Value of one share of Common Stock is greater than extent and only to the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashextent vested, the Holder Options may elect also be exercised (as to the Option Shares vested) at such time by means of a “cashless exercise” in which the Recipient shall be entitled to receive shares a certificate for the number of Option Shares equal to the value quotient obtained by dividing: [(as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AA-B) A Where X = (X)] by (A), where:
(A) equals the number average of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share closing price of the Company’s Common Stock, as reported (in order of priority) on the Trading Market on which the Company’s Common Stock is then listed or quoted for trading on the Trading Date preceding the date of the election to exercise; or, if the Company’s Common Stock is not then listed or traded on a Trading Market, then the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Recipient and the Company, the fees and expenses of which shall be paid by the Company for the three (at 3) Trading Days immediately preceding the date of such calculationelection;
(B) B = equals the Exercise Price per share (of the Option, as adjusted from time to the date of such calculation)time in accordance herewith; and
Appears in 2 contracts
Sources: Nonstatutory Stock Option Agreement (New Energy Technologies, Inc.), Nonstatutory Stock Option Agreement (New Energy Technologies, Inc.)
Exercise. (a) Payment may be made either (i) in cash by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)) Notwithstanding anything to the contrary set forth in Section 2.2(a) above, to the extent that a registration statement registering all the shares of Common Stock of the Company issuable upon exercise of this Warrant has been declared effective by the Securities and Exchange Commission and remains effective as of the date of the proposed exercise set forth in an Exercise Notice, the Holder shall, upon such proposed exercise, make payment to the Company of each respective Exercise Price set forth in such Exercise Notice in cash by wire transfer of immediately available funds or by certified or official bank check only.
Appears in 2 contracts
Sources: Warrant Agreement (True North Energy CORP), Warrant Agreement (True North Energy CORP)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth below in subsection (b) belowthis Section 2.2, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (BTHC X Inc), Warrant Agreement (BTHC X Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by -------- certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) ----- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (Sequiam Corp), Warrant Agreement (Elinear Inc)
Exercise. (a) Payment may be made either (i) in cash by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Shares Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if If the Fair Market Value of one share of Common Stock is greater than the Exercise Price on the Date of FMV Calculation and (at i) the date of calculation as set forth below)Warrant Shares have not been registered or (ii) may not be sold under Rule 144(b) or any successor provision if exercised by payment in cash, in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date Date of such calculationFMV Calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (Rapid Link Inc), Warrant Agreement (Rapid Link Inc)
Exercise. (a) Payment may be made either (i) in cash by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Shares Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (Pedevco Corp), Warrant Agreement (Pedevco Corp)
Exercise. (a) Payment upon exercise may be made at the option of the Holder either in (i) in cash of immediately available funds cash, wire transfer or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Purchase Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable issuable upon exercise of this Warrant the Warrants in accordance with the formula set forth in subsection Section (b) below, below or (iii) by a combination of any of the foregoing methods, for the number of Common Shares Stock specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding the immediately preceding sentence, payment upon exercise may be made in the manner described in Section 2(b) below, only with respect to Warrant Shares not included for unrestricted public resale in an effective registration statement.
(b) Notwithstanding any Subject to the provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcancelled) by surrender delivery of this Warrant at the principal office of a properly endorsed Subscription Form delivered to the Company together with the properly endorsed Exercise Notice by any means described in Section 12, in which event the Company shall issue to the Holder holder a number of shares of Common Stock computed using the following formula: X= Y(AY (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the A= Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise B= Purchase Price per share (as adjusted to the date of such calculation)) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Attitude Drinks Inc.), Subscription Agreement (Attitude Drinks Inc.)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth below, (iii) by application of amounts due to the Holder under and in subsection accordance with the terms of the Convertible Term Note dated the date hereof issued by the Company to the Holder (b) belowthe “Note”), or (iiiiv) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (Bio Key International Inc), Common Stock Purchase Warrant (Bio Key International Inc)
Exercise. (a) Payment may be made either in (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) ), and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (Digital Angel Corp), Warrant Agreement (Digital Angel Corp)
Exercise. (a) Payment may This Option shall be made either (i) in cash of immediately available funds or by certified or official bank check payable exercised, as to the order vested shares, by delivery to the Company of (a) written notice of exercise stating the number of Option Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Exhibit A hereto, (b) a check or cash in the amount of the Company equal Exercise Price of the Option Shares covered by the notice, unless Recipient elects to exercise the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon cashless exercise of this Warrant in accordance with the formula option set forth in subsection (bSection 6(b) below, in which case no payment will be required (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (iiic) a written investment representation as provided for in Section 13 hereof. This Option shall not be assignable or transferable, except by a combination will or by the laws of any of the foregoing methodsdescent and distribution, for the number of Common Shares specified in such Exercise Notice (as such exercise number and shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (exercisable only by Recipient during his or Other Securities) determined as provided hereinher lifetime.
(b) Notwithstanding any provisions Anything herein to the contrarycontrary notwithstanding, if to the Fair Market Value of one share of Common Stock is greater than extent and only to the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashextent vested, the Holder Option may elect also be exercised (as to the Option Shares vested) at such time by means of a “cashless exercise” in which the Recipient shall be entitled to receive shares a certificate for the number of Option Shares equal to the value quotient obtained by dividing [(as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AA-B) A Where X = (X)] by (A), where:
(A) equals the number average of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share closing price of the Company’s Common Stock, as reported (in order of priority) on the Trading Market on which the Company’s Common Stock is then listed or quoted for trading on the Trading Date preceding the date of the election to exercise; or, if the Company’s Common Stock is not then listed or traded on a Trading Market, then the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Recipient and the Company, the fees and expenses of which shall be paid by the Company for the three (at 3) Trading Days immediately preceding the date of such calculationelection;
(B) B = equals the Exercise Price per share (of the Option, as adjusted from time to time in accordance herewith; and
(X) equals the date number of such calculationvested Option Shares issuable upon exercise of this Option in accordance with the terms of this Option by means of a cash exercise rather than a cashless exercise (or, if the Option is being exercised only as to a portion of the shares as to which it has vested, the portion of the Options being exercised at the time the cashless exercise is made pursuant to this Section 6). For purposes of this Agreement:
Appears in 2 contracts
Sources: Stock Option Agreement (New Energy Technologies, Inc.), Stock Option Agreement (New Energy Technologies, Inc.)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) A B)/A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (Greenman Technologies Inc), Warrant Agreement (Greenman Technologies Inc)
Exercise. (a) Payment upon exercise may be made at the option of the Holder either in (i) in cash of immediately available funds cash, wire transfer or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Purchase Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable issuable upon exercise of this Warrant the Warrants in accordance with the formula set forth in subsection Section (b) below, below or (iii) by a combination of any of the foregoing methods, for the number of Common Shares Stock specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant for cash, wire transfer or certified or official bank cheque, the Holder holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcancelled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice Subscription Form in which event the Company shall issue to the Holder holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) --------- A Where X = X= the number of shares of Common Stock to be issued to the Holder Y = holder Y= the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise B= Purchase Price per share (as adjusted to the date of such calculation).
Appears in 2 contracts
Sources: Warrant Agreement (Brainstorm Cell Therapeutics Inc), Warrant Agreement (Brainstorm Cell Therapeutics Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= _Y(A-B) )_ A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (iBroadband, Inc.), Warrant Agreement (iBroadband, Inc.)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (Ventures National Inc), Warrant Agreement (Ventures National Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth below in subsection (b) belowthis Section 2.2, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (Baker Christopher P), Warrant Agreement (Baker Christopher P)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if (i) shares of Common Stock to be issued upon the exercise of this Warrant have not been registered on a Registration Statement (as defined in the Registration Rights Agreement) that remains effective at the time of exercise of this Warrant (but only to the extent that this Warrant is exercised after the Effectiveness Date (as defined in the Registration Rights Agreement)) and (ii) the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Where X = Y = A = B = Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 2 contracts
Sources: Warrant Agreement (TRUEYOU.COM), Warrant Agreement (TRUEYOU.COM)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = or the number of shares of Common Stock otherwise being surrendered in connection with the exercise of the Warrant A= the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the B= Exercise Price per share (as adjusted to the date of such calculation)
Appears in 1 contract
Sources: Warrant Agreement (Equifin Inc)
Exercise. (a) Holder shall exercise this Warrant by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock stated in the applicable Exercise Notice.
(b) Payment may be made either (i) in cash by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (bc) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Shares Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(bc) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 1 contract
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant equal to the aggregate Exercise Price payable to the Company in accordance with the formula set forth below in subsection (b) belowthis Section 2.2, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 1 contract
Exercise. (a) Payment may be made either in (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the B= Exercise Price per share (as adjusted to the date of such calculation)
Appears in 1 contract
Sources: Warrant Agreement (Netguru Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= X = Y(A-B) ------ A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 1 contract
Exercise. (a) Payment may be made either in (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX = Y (A-B) --- A --------- Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
3. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
Appears in 1 contract
Sources: Warrant Agreement (Worldteq Group International Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, in the event that either (i) there is no effective registration statement with respect to the shares of Common Stock issuable upon exercise of this Warrant or (ii) an Event of Default (as defined in any of (x) that certain Security and Purchase Agreement dated as of February 17, 2006 among Laurus, the Company and various subsidiaries of the Company, as amended, restated, modified and/or supplemented from time to time, (y) that certain 10% Senior Subordinated Convertible Note, dated February 17, 2004 issued by the Company to Amaranth Trading, L.L.C. in the original principal amount of $1,229,919 and assigned to Laurus pursuant to that certain Note Sale Agreement dated as of December 20, 2006 by and between Amaranth Trading L.L.C. and Laurus, as amended, restated, modified and/or supplemented from time to time and/or (z) that certain Secured Term Note, dated March 29, 2007, issued by the Company to Laurus, as amended, restated, modified and/or supplemented from time to time) has occurred and is continuing, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 1 contract
Exercise. (a) Payment may be made either (i) in cash by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) ------ A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 1 contract
Exercise. (a) Payment may be made either (i) in cash by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Shares Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) ------ A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 1 contract
Exercise. (a) Payment may be made either (i) in cash by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= _Y(A-B) )_ ------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 1 contract
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, in the event that either (i) there is no effective registration statement with respect to the shares of Common Stock issuable upon exercise of this Warrant or (ii) an Event of Default (as defined in any of (x) that certain Security and Purchase Agreement dated as of February 17, 2006 among the Holder, the Company and various subsidiaries of the Company, as amended, restated, modified and/or supplemented from time to time, (y) that certain 10% Senior Subordinated Convertible Note, dated February 17, 2004 issued by the Company to Amaranth Trading, L.L.C. in the original principal amount of $1,229,919 and assigned to the Holder pursuant to that certain Note Sale Agreement dated as of December 20, 2006 by and between Amaranth Trading L.L.C. and the Holder, as amended, restated, modified and/or supplemented from time to time and/or (z) that certain Secured Term Note, dated March 29, 2007, issued by the Company to the Holder, as amended, restated, modified and/or supplemented from time to time) has occurred and is continuing, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation):
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Micro Component Technology Inc)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 1 contract
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth below, (iii) by application of amounts due to the Holder under and in subsection accordance with the terms of the Convertible Term Note dated the date hereof issued by the Company to the Holder (b) belowthe “Note”), or (iiiiv) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) . Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Bio Key International Inc)
Exercise. (a) Payment may These Options shall be made either (i) in cash of immediately available funds or by certified or official bank check payable exercised, as to the order vested shares, by delivery to the Company of (a) written notice of exercise stating the number of Option Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Exhibit A hereto, (b) a check or cash in the amount of the Company equal Exercise Price of the Option Shares covered by the notice, unless Recipient elects to exercise the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon cashless exercise of this Warrant in accordance with the formula option set forth in subsection (bSection 6(b) below, in which case no payment will be required (or (iii) such other consideration as has been approved by a combination the Board of any Directors consistent with the Plan). These Options shall are not assignable or transferable, except by will or by the laws of the foregoing methodsdescent and distribution, for the number of Common Shares specified in such Exercise Notice (as such exercise number and shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (exercisable only by Recipient during his or Other Securities) determined as provided hereinher lifetime.
(b) Notwithstanding any provisions Anything herein to the contrarycontrary notwithstanding, if to the Fair Market Value of one share of Common Stock is greater than extent and only to the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashextent vested, the Holder Options may elect also be exercised (as to the Option Shares vested) at such time by means of a “cashless exercise” in which the Recipient shall be entitled to receive shares a certificate for the number of Option Shares equal to the value quotient obtained by dividing: [(as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AA-B) A Where X = (X)] by (A) , where:
(A) equals the number average of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share closing price of the Company’s Common Stock, as reported (in order of priority) on the Trading Market on which the Company’s Common Stock is then listed or quoted for trading on the Trading Date preceding the date of the election to exercise; or, if the Company’s Common Stock is not then listed or traded on a Trading Market, then the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Recipient and the Company, the fees and expenses of which shall be paid by the Company for the three (at 3) Trading Days immediately preceding the date of such calculationelection;
(B) B = equals the Exercise Price per share (of the Option, as adjusted from time to the date of such calculation)time in accordance herewith; and
Appears in 1 contract
Sources: Nonstatutory Stock Option Agreement (New Energy Technologies, Inc.)
Exercise. (a) Payment may be made either in (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AY (A-B) ------- A Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the B= Exercise Price per share (as adjusted to the date of such calculation)
3. Adjustment for Reorganization, Consolidation, Merger, etc.
Appears in 1 contract
Sources: Warrant Agreement (Universal Guardian Holdings Inc)
Exercise. (a) Payment may Subject to subsection (b) below, payment shall be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, Price for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this WarrantOption) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, in the event there is no effective registration statement with respect to the shares issuable upon exercise of this Option or a Default or an Event of Default (as such terms are defined in the Security Agreement dated as of the date hereof among the Holder and the Company, as amended, modified, restated and/or supplemented from time to time), has occurred and is continuing, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant Option for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant Option (or the portion thereof being exercised) by surrender of this Warrant Option at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y multiplied by (A-B) ----- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant the Option or, if only a portion of this Warrant the Option is being exercised, the portion of this Warrant the Option being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 1 contract
Exercise. (a) 2.2.1 Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) 2.2.2 Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Catalyst Lighting Group Inc)
Exercise. (a) Payment may Subject to subsection (b) below, payment shall be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, Price for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this WarrantOption) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, in the event there is no effective registration statement with respect to the shares issuable upon exercise of this Option or a Default or an Event of Default (as such terms are defined in the Security Agreement dated as of the date hereof among the Holder and the Company, as amended, modified, restated and/or supplemented from time to time), has occurred and is continuing, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant Option for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant Option (or the portion thereof being exercised) by surrender of this Warrant Option at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y multiplied by (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant the Option or, if only a portion of this Warrant the Option is being exercised, the portion of this Warrant the Option being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 1 contract
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of The Warrantholder must notify the Company equal if it elects to the applicable aggregate Exercise Price, exercise this Warrant and whether this Warrant shall be exercised (iiA) for cash pursuant to Section 1.2(a) or (B) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise the surrender of this Warrant in accordance to the Company, with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for duly executed Exercise Form marked to reflect Net Issue Exercise and specifying the number of Common Warrant Shares specified in to be purchased, during normal business hours within ten (10) Business Days of receipt of the Termination Notice. The Company agrees that such Exercise Notice (as such exercise number Warrant Shares shall be adjusted deemed to reflect any adjustment in the total number of shares of Common Stock issuable be issued to the Holder per Warrantholder as the terms record holder of such Warrant Shares as of the close of business on the date on which this Warrant) and Warrant shall have been surrendered as aforesaid. Upon such exercise, the Holder Warrantholder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof hereof being exercised) by computed as of the date of surrender of this Warrant at the principal office of to the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Holder Warrantholder under this Section 1.5(b) (or 1.2(c), if applicable); Y = the number of shares of Common Stock otherwise purchasable under this Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) ); A = the Fair Market Value fair market value of one share of the Company’s Common Stock (at the date of such calculation) Stock; B = the Exercise Price per share (as adjusted to the date of such calculation).
Appears in 1 contract
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such the Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 1 contract
Exercise. This Option shall be exercised as follows:
(i) by delivery to the Company of (a) Payment may be made either written notice of exercise stating the number of Shares being purchased (iin whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in cash of immediately available funds or by certified or official bank check payable to the order amount of the Company equal to Exercise Price of the applicable aggregate Exercise PriceShares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof, or
(ii) through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable written instructions (a) to a Company designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by delivery the Company by reason of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection such purchase and (b) below, or to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction; or
(iii) through a cashless exercise approved by a combination of any the Company in compliance with Section 402 of the foregoing methods, for Sarbanes Oxley Act in which the number of Common Shares specified in such Exercise Notice (as such exercise number Optionee shall be adjusted to reflect any adjustment in surrender the total number of shares of Common Stock issuable Option to the Holder per the terms of this Warrant) Company, and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a Optionee the number of shares of Common Stock computed using the following formuladetermined as follows: X= Y(AX = Y (A-B) A Where /A where: X = the number of shares of Common Stock to be issued to the Holder Optionee. Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant with respect to which the Option is being exercised, . A = the portion closing sale price of this Warrant being exercised (at the Common Stock on the date of such calculation) A = exercise, or in the Fair Market Value of one share of absence thereof, the Company’s Common Stock (at fair market value on the date of such calculation) exercise, and B = the Exercise Price per share (option exercise price. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as adjusted to the date of such calculation)provided in Section 8 hereof.
Appears in 1 contract
Sources: Incentive Stock Option Agreement (Medizone International Inc)
Exercise. (a) Payment may be made either (i) in cash cash, by official bank check or by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection (b) Section below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if (i) the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below)) and (ii) the Company does not then have an effective registration statement covering the resale of the Common Stock issuable upon exercise of this Warrant, then in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= X=Y(A-B) A B)/A Where X = the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the B= Exercise Price per share (as adjusted to the date of such calculation)
Appears in 1 contract
Exercise. (a) Payment may This Option shall be made either (i) in cash of immediately available funds or by certified or official bank check payable exercised, as to the order vested shares, by delivery to the Company of (a) written notice of exercise stating the number of Option Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Exhibit A hereto, (b) a check or cash in the amount of the Company equal Exercise Price of the Option Shares covered by the notice, unless Recipient elects to exercise the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon cashless exercise of this Warrant in accordance with the formula option set forth in subsection (bSection 6(b) below, in which case no payment will be required (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (iiic) a written investment representation as provided for in Section 13 hereof. This Option shall not be assignable or transferable, except by a combination will or by the laws of any of the foregoing methodsdescent and distribution, for the number of Common Shares specified in such Exercise Notice (as such exercise number and shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (exercisable only by Recipient during his or Other Securities) determined as provided hereinher lifetime.
(b) Notwithstanding any provisions Anything herein to the contrarycontrary notwithstanding, if to the Fair Market Value of one share of Common Stock is greater than extent and only to the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashextent vested, the Holder Option may elect also be exercised (as to the Option Shares vested) at such time by means of a “cashless exercise” in which the Recipient shall be entitled to receive shares a certificate for the number of Option Shares equal to the value quotient obtained by dividing [(as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AA-B) A Where X = (X)] by (A), where:
(A) equals the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share closing price of the Company’s Common Stock, as reported (in order of priority) on the Trading Market on which the Company’s Common Stock (at is then listed or quoted for trading on the Trading Date preceding the date of such calculationthe election to exercise; or, if the Company’s Common Stock is not then listed or traded on a Trading Market, then the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Recipient and the Company, the fees and expenses of which shall be paid by the Company;
(B) B = equals the Exercise Price per share (of the Option, as adjusted from time to the date of such calculation)time in accordance herewith; and
Appears in 1 contract
Sources: Nonstatutory Stock Option Agreement (RenovaCare, Inc.)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this the Warrant in accordance with the formula set forth in subsection Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(AX=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Corgenix Medical Corp/Co)
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of EXECUTION COPY -------------- this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= X = Y(A-B) ------ A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)Where
Appears in 1 contract
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Two-Year Warrant Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) X = ------ A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)) Notwithstanding anything to the contrary set forth in Section 2.2(a) above, in respect of each Exercise Notice submitted by the Holder, to the extent that a registration statement in respect of all the shares of Common Stock of the Company issuable upon exercise of this Warrant has been declared effective by the Securities and Exchange Commission and remains effective as of the date of the proposed exercise set forth in such Exercise Notice, the Holder shall make payment to the Company of the respective Exercise Price set forth in such Exercise Notice in cash or by certified or official bank check only.
Appears in 1 contract
Exercise. (a) Payment may be made either (i) in cash of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Warrant Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)
Appears in 1 contract
Sources: Warrant Agreement (Silicon Mountain Holdings, Inc.)